Network Ally Terms Of Use
     This Ally Agreement (this "Agreement") is between the party accepting this Agreement as provied herein ("Ally" or "you" or "your") and Burgio Helath Alliance, LLC,  a New York limited liability company ("Company", "us", "we", or "our" and together with Ally, the "Parties" and each individually a "Party"). 
WHEREAS, the Company is an internet based e-commerce company which operates and provides an internet-based marketplace known as the BHA Alliance, which consists of content and transaction capabilities facilitated by the Company and its Allfiliates on the internet, at the Site and by Allies offering products and services, in each case to Members of the BHA Alliance and, to a limited extent, the feneral public; and
WHEREAS, the undersigned Ally desires to obtain the services of the Company in connection with the sale of Ally's Goods and/or Services, as more fully described below and the Company agrees to provide such services to Ally on the terms set forth in this Agreement. 
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

ARTICLE I

DEFINITIONS; ADDITIONAL TERMS AND CONDITIONS

             Section 1.1      Defined Terms.  Unless the context requires otherwise, the capitalized terms set forth herein shall have the meanings set forth on Schedule A hereto. 

            Section 1.2      Interpretation.  Definitions in this Agreement shall apply equally to the singular and plural forms of the defined terms.  The words "include" and "including:" shall be deemed to be followed by the phrase "without limitation" where such phrase does not otherwise appear.  The words "herein," "hereof," "hereinafter" and words of similar import refer to this  Agreement as a whole and not to any particular Articles or Sections of this Agreement.  Except as otherwise specifically indicated, all references in this Agreement to Articles and
Sections refer to Articles and Sections of this Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules attached hereto, and all such Exhibits and Schedules are incorporated herein by reference. 

            Section 1.3      Privacy Policy and Terms of Use.  Additional terms and conditions, including the Company's AUP and Privacy Policy, applicable to use of the Site or to particular content or transactions may be posted on the Site.  Those terms and conditions, together with this Agreement, govern your use of the Site and, your access and use of those areas, content or transactions.  The AUP, Privacy Policy and any applicable additional terms and conditions, as the same may be modified from time to time pursuant to their respective terms, are incorporated herein by reference and made a part hereof.

 

ARTICLE II

 GOODS AND SERVICES

             Goods and Services.  For the Initial Term and any Renewal Term of this Agreement, the Ally shall make available certain Goods and Services to be promoted and offered by the Company on the Site, all in accordance with the terms and conditions of this Agreement.  The Company in its' sole discretion must approve all items offered for the promotion on the site.  

 

ARTICLE III

TERM AND TERMINATION

             Section 3.1      Term.  The term of this Agreement shall commence as of the date on which Ally accepts this Agreement as provided herein and shall continue, subject to the provisions of this Article III, for one (1) year therefrom (the "Initial Term").  Subject to the provisions of this Article III, upon the expiration of the Initial Term, this Agreement shall be automatically renewed for successive renewal terms of one (1) year each (the "Renewal Terms" and, together with the Initial Term, the "Term"), unless, at least thirty (30) days prior to the expiration of the Initial Term or the then current Renewal Term, either Party shall have given notice to the other of its decision not to renew this Agreement. 

            Section 3.2      Termination for Breach.  If there is a material breach by either Party of this Agreement, and such breach continues uncured for a period of 30 days after receipt by the breaching Party of written notice thereof from the non-breaching Party (setting forth in reasonable detail the nature of such breach), then this Agreement shall terminate at the option of the non-breaching Party as of the 31st day following the receipt of such written notice.  If, however, the breach cannot be remedied within such 30-day period, such time period shall be extended for an additional period of not more than 30 days, so long as the breaching Party has notified the non-breaching Party in writing and in detail of its plans to initiate substantive steps to cure the breach and diligently thereafter pursues the same to completion within such additional 30-day period.  For avoidance of doubt, the Company may terminate or suspend this Agreement and Ally's access to all or part of the Site if one of the following events occur, all of which shall be deemed to be material breaches: default in payment obligations to the Company, inappropriate use or the Site, persistent failure to comply with the rules applicable to users generally, including the Company's AUP, failure by Ally to procure satisfactory insurance coverage and/or failure by Ally to operate in a manner consistent with the Company's mission as set forth in the Company's credentialing application.  

            Section 3.3      Immediate Termination.  In the event Ally breaches Section 4.1 of this Agreement, the Company shall be entitled to terminate this Agreement immediately and without notice or an opportunity to cure. 

            Section 3.4      Termination Fee.  In the event Company is entitled to terminate this Agreement pursuant to Section 3.2 or 3.3 of this Agreement, Company shall be entitled to collect and receive from Ally the Company's then-current termination fee.  All obligations of Ally under this Agreement for transactions prior to termination shall be binding on Ally and Company and shall survive termination. 

            Section 3.5      Member Complaints.  In the event a Member submits a complaint to the Company regarding Ally's activities, Member agrees to cooperate with Company's investigation relating to such complaint. 

ARTICLE IV

 ALLY OBLIGATIONS

             Section 4.1      Transactions Occurring at Ally's Place of Business.  Ally agrees to process all transactions occurring at its place of business arising out of the BHA Alliance ("Qualifying Transactions") through the Site.  In the event Ally breaches this Section 4.1, the Company shall be entitled to terminate this Agreement immediately and without notice. 

            Section 4.2      Certain Other Agreements of Ally.  Ally agrees that it will not, and will cause its Affiliates not to, directly or indirectly: (i) enter into any agreement, arrangement or understanding or engage in any course of conduct with the intent of reducing payments to which the Company otherwise would be entitled hereunder or to otherwise take unfair advantage of the Company or its services or that has any such effect, or (ii) develop or actively assist a third party in the development of as system, software, network or service that is competitive with or could serve as a substitute for the BHA Alliance.  If this Agreement is terminated during the Initial Term or any Renewal Term by the Company because of a material breach of this Agreement by Ally, Ally's obligations under this Section 4 shall continue through the unexpired balance of the term then in effect plus an additional 12 months.  In addition, Ally shall not be able to offer the discounts/promotions offered through the BHA Alliance through the unexpired balance of the term then in effect plus an additional 12 months. 

            Section 4.3      Antitrust Compliance.  It is the sole responsibility of every Ally to ensure compliance with all applicable federal and state antitrust laws and regulations.  Among other things, Ally should not use resources provided by the Company, including the Virtual Storefronts and profile pages of other Allies, so as to obtain competitive information regarding its competitors.  Correspondingly, Ally agrees not to include pricing information in its profile page and will remove such information upon the Company's request.  In general, the resources provided by the Company shall not be used for the purpose of bringing about or attempting to bring about any agreement, written or oral, formal or informal, express or implied amount competitors concerning: (a) prices or other terms or conditions of any products or services to be offered; (b) the kinds of products or services to be offered; (c) the customers to whom products and services may be sold; or (d) the territories in which products or services may be sold. Notwithstanding the foregoing, the Company shall not be liable for any violation by an Ally of such laws and regulations. 

            Section 4.4      Obligations to Members.  In the event the Company, for any reason, including but not limited to the cessation of its existence or its bankruptcy, insolvency or inability to pay debts when due, fails to forward or otherwise provide money to Ally which has been provided to the Company by a Member or Members, Ally may not then seek to receive such money from the Member or Members and must nevertheless provide the Member or Members with the applicable Goods or Services.  Moreover, in such event, Ally's legal recourse will be limited to seeking compensation/legal recourse from the Company, subject to the limitations set forth in this Agreement.  

ARTICLE V

COMPENSATION AND PAYMENT

             Section  5.1     Fees.  During the Initial Term and any Renewal Term of this Agreement, and subject to the terms and conditions set forth herein, Ally agrees to pay the Company the Fees at the times set forth on Schedule B hereto or as stated in Company issued invoices.  Ally's obligations to pay any unpaid Fees accruing before expiration or termination of this Agreement will survive expiration and termination of this Agreement.  Ally agrees to pay to the Company or otherwise reimburse the Company for the amount of any credit items, any items subject to chargeback and for any applicable fees, penalties, assessments, charges or fines specified in this Agreement, or which may be imposed by a credit card association relating to the Goods or Services provided by Ally. 

            Section 5.2      Payment Terms; Offset Rights.  The Fees any other amounts owed to the Company hereunder may be deducted by the Company without notice from amounts owing to Ally, including amounts payable to Ally relating to Qualifying Transactions. 

            Section 5.3      Virtual Storefront.  As an Ally, Ally may, upon payment of the required Fees, use the Company's Virtual Storefront to sell its Goods and/or Services.  If a Member purchases such Goods and/or Services through the Company's Virtual Storefront, the Company shall remit the proceeds of such sales to Ally, retaining the applicable Fees. 

            Section 5.4      Payment Upon Termination.  Subject to Section 3.4 of this Agreement, Ally's obligations to pay any Fees to the Company shall cease immediately upon the expiration or termination of this Agreement for any reason whatsoever, provided that such Fees shall be prorated, reconciled and paid with respect to all amounts earned by the Company up to the effective date of such expiration or termination. 

            Section 5.5      Fee Adjustments.  Upon 30 days' advance written notice to Ally at any time, any or all of the Fees and the terms of this Article V may be adjusted.  Any Fee adjustment made pursuant to this Agreement shall be made on a prospective basis only. 

            Section 5.6      Reward Programs.  The Company may offer, in its sole discretion, to offer certain rewards programs to Allies and Members, which programs are more particularly described on Schedule C hereto.  Upon thirty days advance written notice to Ally at any time, any or all of the rewards programs may be modified on a prospective basis only. 

            Section 5.7      Miscellaneous.  Ally agrees to pay all taxes and other charges imposed by any governmental authority relating to the Goods and Services it provides as well as any amounts it receives pursuant to this Agreement.  Ally agrees to reimburse Company for all costs and expenses related to the enforcement of this Agreement, including investigation costs, reasonable attorneys' fees, and costs, settlements, arbitration awards, or fines and court costs.  

ARTICLE VI

 CONFIDENTIALITY

             Section 6.1      Mutual Obligations.  Each Party will hold the other Party's Confidential Information in confidence and will not disclose such Confidential Information to third parties except to those directors, officers, employees, affiliates or attorneys of such Party who have a need to know the same in furtherance of this Agreement who have executed confidentiality agreements pertaining to such Confidential Information, nor use the other Party's Confidential Information for any purpose other than as required to perform under this Agreement.  Such restrictions will not apply to Confidential Information which (a) is already known by the recipient, (b) becomes publicly known through no act or fault of the recipient, (c) is received by recipient from a third party without a restriction on disclosure or use, or (d) is independently developed by recipient without references to the Confidential Information.  The restriction on disclosure will not apply to Confidential Information which is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, provided that recipient will first notify the disclosing party of such disclosure requirement or order and use reasonable efforts to obtain confidential treatment or a protective order. 

            Section 6.2      Survival.  The provisions of this Article VI shall survive expiration or early termination of this Agreement. 

ARTICLE VII

COMPANY LIABILITY

             COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTION TAKEN BY COMPANY (OR THE RESULTS THEREOF) WHICH IS AUTHORIZED BY THIS AGREEMENT.  COMPANY MAKES NO GUARANTIES EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES TO BE PROVIDED HEREUNDER AND, WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE IN ACCORDANCE WITH APPLICABLE LAW COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, COMPANY MAY UTILIZE SYSTEMS OF OTHERS.  COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY INFORMATION PROVIDED BY OTHERS OR FOR THE USE OF ANY SYSTEM OR EQUIPMENT OF COMPANY OR OTHERS OR FOR ANY CIRCUMSTANCES BEYOND ITS CONTROL.  COMPANY SHALL NOT BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR  INCIDENTAL DAMAGES IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT OR ANY OF THE SERVICES, ACTIVITIES OR RELATIONSHIPS CONTEMPLATED HEREUNDER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE SOLE AND EXCLUSIVE LIABILITY OF COMPANY AND REMEDY OF ALLY HEREUNDER SHALL BE GENERAL MONEY DAMAGES FOR WILLFUL MISCONDUCT NOT TO EXCEED THE AMOUNT OF THE ITEM SUBJECT TO CLAIM OR DISPUTE, REGARDLESS OF THE CHARACTERIZATION OF SUCH ACTION. 

            IN ADDITION TO THE FOREGOING, COMPANY DOES NOT GUARANTEE TO ALLY THAT IT WILL INCREASE SALES OF THE ALLY'S PRODUCTS OR SERVICES OR OTHERWISE ACHIEVE FAVORABLE OUTCOMES AS A RESULT OF ALLY'S PARTICIPATION IN THE BHA ALLIANCE. 

            THIS ARTICLE VII SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY AND ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. 

ARTICLE VIII

ALLY INDEMNIFICATION 

            In addition to any other indemnities in this Agreement, Ally agrees to indemnify, defend and hold the Company and its Affiliates (including officers, directors, employees, attorneys, shareholders, representatives and agent(s)) harmless from and against any and all liabilities, judgments, arbitration awards, actions, suits, claims, demand, losses, damages, costs, expenses and attorneys' fees, or fees in bankruptcy proceedings, incurred by the Company and its affiliates (including officers, directors, employees, attorneys, shareholders, representatives and agent(s): arising out of or resulting directly or indirectly from or in connection with:  (a) any breach or inaccuracy of any representation or warranty by Ally to Company contained in this Agreement, the Schedules attached hereto, or any agreements, documents or certificates delivered by Ally pursuant to this Agreement; (b) any breach or violation of any covenant, obligation or agreement by Seller contained in this Agreement, the Schedules attached hereto, or any agreements, documents or certificates delivered by Seller pursuant to this Agreement; (c) any Goods or Services provided by Ally prior to or after the date of this Agreement; and (d) any credit card transaction relating to the Goods or Services or any act or omission in connection with a cardholder, including any claims relating to the quantity of items purchased with a card. 

ARTICLE IX

WAIVERS

             Section 9.1      Waiver of Jury Trial.  COMPANY AND ALLY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION CONCERNING ANY RIGHTS UNDER THIS AGREEMENT.  COMPANY AND ALLY HEREBY AGREE THAT AND CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES HEREUNDER IN AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN BUFFALO, NEW YORK. 

            Section 9.2      Waiver of Personal Service and Acceptance of Service by Mail.  THE ALLY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED DIRECTED TO THE UNDERSIGNED OFFICER OR OWNER OF ALLY, AS THE CASE MAY BE, OR TO ALLY'S REGISTERED AGENT AND AGREES THAT SERVICE OF PROCESS SO MADE SHALL BE COMPLETE UPON MAILING BY COMPANY OR COMPANY'S ATTORNEY.

 

ARTICLE X

CREDENTIALING

             Section 10.1    Credentialing Application.  Ally will complete Company's standard credentialing application before providing any Services or otherwise engaging in activities as an Ally of the Company.  In the event the Company, in its sole discretion, determines that the Ally should not be credentialed as an Ally, this Agreement should automatically terminate and shall have no future force and effect. 

            Section 10.2    Credentialing Representations, Immediate Notification Regarding Certain Occurrences.  Ally will notify Company immediately in writing of any material changes relating to the matters addressed in its credentialing application.  In addition, Ally will notify Company immediately in writing upon any of the following occurrences: (a) the filing of any malpractice claims involving Ally; (b) the commencement of any voluntary or involuntary bankruptcy proceedings by or against Ally or any similar proceedings; (c) Ally's loss, denial, suspension, revocation or any limitations on any licenses or credentials he or it have relating to his or its ability to provide the Goods and Services; (d) the filing of any criminal charges against Ally; and (e) any other occurrence or condition which might materially impair Ally's ability to provide the Goods or Services or to perform its obligations under this Agreement. 

ARTICLE XI

INSURANCE REQUIREMENTS

            Ally may be required, from time to time, to provide to Company evidence of satisfactory insurance coverage, the amounts and types of which shall be determined in the sole discretion of Company.  In addition, Ally may be required, upon demand by the Company, to add the Company as an additional insured/certificate holder with respect to certain insurance policies and to provide evidence of the same.  Ally shall submit proof of insurance as may be required by the Company from time to time.

 ARTICLE XII

 MISCELLANEOUS

             Section 12.1    Notices.  All notices shall be given in writing, addressed to the party to receive the notice at its address listed on the signature page of this Agreement, or to such other place as either Party shall hereafter designate, by personal delivery, registered or certified first class mail (postage prepaid and return receipt requested) or by nationally recognized overnight courier or facsimile.  Notices shall be deemed given when either mailed, delivered or receipt confirmed respectively. 

            Section 12.2    Entire Agreement; Amendment.  This Agreement, including the AUP and Schedules hereto, constitute the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior written and oral proposals, understandings, agreements and representations, all of which are merged herein.

             Section 12.3    Amendment.  Company may amend this Agreement at any time with or without prior notice to Ally, effective on the future date stated in the notice of such amendment.

             Section 12.4    Acceptance.  The authorized officials of Ally and Company have read this Agreement and agree to all its terms.  Continued use of the Site on or after any effective date constitutes acceptance of any amendment.

             Section 12.5    Non-Waiver of Default.  The failure of either Party to insist, in any one or more instances, on the performance of any term or condition of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term or condition, and the obligations of the non-performing Party with respect thereto shall continue in full force and effect. 

            Section 12.6    Remedies Cumulative.  All of Company's rights and  remedies under this Agreement shall be cumulative to any other rights and remedies afforded to Company by law or equity, and Company's rights and remedies may be exercised concurrently, independently or successively under the Agreement. 

            Section 12.7    Relationship.  Nothing in this Agreement is intended to or shall be construed to constitute or establish an agency, joint venture, partnership or fiduciary relationship between the Parties, and neither Party shall have the right or authority to act for or on behalf of the other Party.

             Section 12.8    Severability.  In the event that any term, provision or restriction of this Agreement, or any Schedule hereto shall, for any reason, be deemed to be invalid, void or unenforceable, the remaining provisions, terms and restrictions of this Agreement and such Schedules shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 

            Section 12.9    Governing Law.  This Agreement shall be governed by, interpreted under and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any conflicts of law principles thereof. 

            Section 12.10  Assignment.  This Agreement shall be binding upon Ally and Company and their respective successors and assigns.  This Agreement shall not be assigned by Ally without Company's express prior written consent and any purported assignment without such consent shall be void.  For purposes of this Agreement, an Assignment shall include a "Change in Control," meaning the transfer or disposition (by merger or otherwise) in a single transaction or series of related transactions, of ownership interests representing at least fifty percent (50%) of the outstanding ownership interests of Ally.  Company may assign this Agreement to any affiliate or successor, by a Change in Control or otherwise, upon the giving of notice to Ally. 

            Section 12.11  Further Assurances.  Each Party agrees to take, or cause to be taken , all such further or other actions as may be reasonably necessary to make effective, consummate or perform the undertakings and obligations contemplated by this Agreement. 

            Section 12.12  Headings and Recitals.  The headings used in this Agreement are for convenience only and are not to be construed to have any legal significance.  The recitals set forth above are incorporated herein and are acknowledged by the parties to be true and correct and are made a part hereof. 

            Section 12.13  Injunctive Relief.  The Parties acknowledge that damages at law may be an inadequate remedy for the breach of any of the covenants and obligations of the Parties contained in this Agreement; accordingly, each Party shall be entitled, without the need of establishing actual damages, to such injunctive relief as may be necessary to prevent, or to enjoin the continuation of, any such breach. 

            Section 12.14  Force Majeure.  The Parties to this Agreement shall be released from liability hereunder for failure to perform any of the obligations herein where such failure to perform occurs by reason of any act of God, fire, flood, storm, earthquake, tidal wave, communication failure, sabotage, war, military operation, national emergency, mechanical or electronic breakdown, civil commotion, or the order requisition, request or recommendation of any government agency or acting government authority or either Party's compliance therewith, or governmental regulation or priority or any other cause beyond either Party's control whether similar or dissimilar to such causes. 

            Section 12.15  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

 

SCHEDULE A

DEFINITIONS

 "Affiliate" means any Person that, directly or indirectly, controls, or is controlled by or is under common control with another Person.  For the purpose of this definition, "control" (including the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract or agency or otherwise.

"Agreement" shall have the meaning set forth in the Preamble to this Agreement. 

"Ally" shall mean a Person who is a Party to this Agreement and who has, following submission of a credentialing application to Company, been deemed to have satisfied the Company's criteria for Allies. 

"AUP" means the Company's Acceptable Use Policy, which shall be posted to the Site, as the same may be amended from time to time. 

"Company" shall have the meaning set forth in the Preamble to this Agreement. 

"Confidential Information" shall mean certain information, whether written or oral, regarding the disclosing party which is non-public, confidential and proprietary in nature, together with analyses, compilations, studies or other documents prepared by receiving party, receiving party's agents (including persons acting on receiving party's behalf or at receiving party's direction) or employees, whether before or after the date of this Agreement, which contain or otherwise reflect or are generated from such information. 

"Fees" shall have the meaning set forth in Schedule B to this Agreement. 

"Goods" shall mean goods offered to Members by Ally. 

"Initial Term" shall have the meaning set forth in Section 3.1 of this Agreement. 

"Members" shall mean individuals or families who have subscribed to use the services offered by the Company and the Products and/or Services offered by Allies, which are available or promoted through the Site. 

"Ally" shall have the meaning set forth in the Preamble to this Agreement. 

"Party" or "Parties" shall have the meaning set forth in the Preamble to this Agreement. 

"Person" means an individual or any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization, or other legal entity or a government or governmental entity.

"Privacy Policy" means the Company's Privacy Policy, which shall be posted to the Site, as the same may be amended from time to time. 

"Qualifying Transactions" shall have the meaning set forth in Section 4.2 of this Agreement. 

"Renewal Term" shall have the meaning set forth in Section 3.1 of this Agreement. 

"Schedules" shall mean the schedules to the agreement referred to herein, all of which are incorporated by reference. 

"Services" means services offered to Members by Ally. 

"Site" means www.burgiohealthalliance.com or www.burgiohealth.com 

"Term" shall have the meaning set forth in Section 3.1 of this Agreement. 

"Virtual Storefront" shall mean the on-line store that may be available from time to time for use by Members on the Site.

SCHEDULE B

 FEE SCHEDULE

 

Each Ally agrees to pay the following fees: 

  1. One-time initial application fee: $49.99

 

       2.  Monthly Virtual Storefront rental fee:

            Basic:       $30/month or $349/year

            Preferred:  $79/month or $799/year

            Premium:  $149/month or $1299/year

There are occasional promotional events that provide ally discounts!

        3.  Additional Monthly Storefront rental fee: $10.00

 

        4. Administrative fees (to be based upon the Dollar Volume of    Qualifying Transactions, including those occurring based on sales at the Virtual Storefront, per month):

 

$   1- $250                      $  5.00/month

$251- $500                      $15.00/month 

$501 -$750                      $25.00/month

$751- $1,000                   $35.00/month

$1,001- $1,250                 $45.00/month

$1,251- $1,500                 $55.00/month

$1,501- $1,750                 $65.00/month

$1,751- $2,000                 $75.00/month

$2,001 -$2,250                 $85.00/month

$2,251 -$2,500                 $95.00/month

$2,501- $2,750                 $105/month

$2,751- $3,000                 $110/month                  

Sales on BHA site are unlimited. For sales in excess of $3000, please contact BHA for more information.  Administrative fees are consistent with the above representation at all sales levels. 

  

         5.  Termination fee: $300

    • Only applicable if terminating agreement within the first twelve months of contract execution. 

         6.   Advertising, Promotional Packages, Events/workshops:      Available at additional costs.

 

SCHEDULE C

BHA ALLIANCE REWARDS PROGRAM

 

Member Rewards:

 

  • Members may receive points for purchases made through the BHA website or with the BHA credit card.  Members may also receive points for certain behaviors (e.g. referrals, using the wellness center, attending events).  An Ally must allow a Member to redeem accumulated points in an Ally's place of business.
  • Members who are also Allies can transfer their points from their Member Accounts to their Ally Accounts; points are otherwise non-transferable.
  • Members will lose any unredeemed points upon termination of Membership.  Points may not be redeemed upon reactivation of an account.
  • Points have no monetary value.

 

Ally Rewards:

 

  • Allies may receive points for sales to Members online.  They may also receive points for certain behaviors (referrals, posting content, participating in a workshop, etc.)  Points can be redeemed to pay administrative and other fees.
  • Allies who are also Members of the Alliance can transfer their points from their Ally accounts to their Member accounts; points are otherwise non-transferable.
  • Allies will lose any unredeemed points upon termination of this Agreement.  Points may not be redeemed upon reactivation of an account.
  • Points have no monetary value.

 

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