Abenity, Inc.

Abenity Agency Affiliate Agreement

This Agreement is made between Abenity Inc., a corporation organized and existing under the laws of the State of Tennessee, having its principal place of business at 725 Cool Springs Blvd Suite 600, Franklin, Tennessee 37067 (referred to as “Abenity”) and the affiliate, (referred to as “Affiliate”).

In consideration of the mutual covenants contained below, Abenity and Affiliate agree as follows:

Section I. Appointment of Affiliate

Abenity hosts and manages a private discount program for participating organizations at www.abenity.com. The web application provides organizations of all sizes with an elite collection of discounts for their members as a benefit. There are thousands of discounts hosted within the program that are branded for the participating organization. The services being offered by Abenity shall be referred to as the “Abenity Program.” Abenity appoints Affiliate as an independent contractor to sell the Abenity Program subject to the terms, conditions, and covenants set forth in this Agreement. The Affiliate accepts such an appointment and agrees to comply with the terms and to perform all conditions as set forth in this Agreement.

Section II. Sales Territory

Affiliate shall have the right to offer for sale and to sell the Abenity Program to customers worldwide. There is no exclusive sales territory being provided to Affiliate.

Section III. Solicitation of Sales

(a) Affiliate is authorized to sell the Abenity Program in the two following methods:

1) Affiliate facilitates a meeting between Abenity and the potential participating organization. Abenity will then conduct the sales meeting and in the event the referral enters the Abenity Program as a participating organization, Affiliate will be paid a one-time commission based upon the following terms:

Abenity will pay Affiliate a one time commission in an amount equal to the first monthly fee receive by Abenity from the participating organization. The monthly fee for the participating organization shall be based upon the Abenity Program level entered into by the participating organization. Affiliate may view current plans and pricing at http://www.abenity.com/pricing

The one time commission shall be paid to Affiliate on the 10th day of the month following the month in which payment is received by Abenity. No commissions are due or payable until Abenity receives payment from participating organization.

In order to be subject to the payment of a commission, all referrals to Abenity by Affiliate must be documented in writing by Abenity and the Affiliate before Abenity conducts the sales meeting. If not documented in writing by the parties, any sales finalized by Abenity, despite Affiliate’s possible involvement in the business relationship with the participating organization, shall not entitled Affiliate to any commission.

If this Agreement is terminated, Affiliate shall be entitled to the applicable commissions on all sales finalized by Abenity prior to the date of termination. However, these commissions shall not be paid until payment is received from the participating organization by Abenity.

Abenity reserves the exclusive right, without any consent from Affiliate, to change the amount of its monthly fees for participating organization, as well as the percentage of the amount of the first monthly fee being paid to Affiliate as a one-time commission, so long as Affiliate is notified in writing of any such changes.

Section IV. Acceptance of Sales

(a) All sales are subject to final acceptance by Abenity. Abenity retains the absolute right to reject any sale within its sole discretion, without cause, for whatever reason it may deem appropriate without obligation to Affiliate for any commissions or loss sale revenues. Affiliate shall have no authority to accept any sale on behalf of Abenity.

(b) All sales accepted by Abenity shall be subject to Abenity’s standard terms and conditions of sale, as set forth on www.abenity.com. Abenity has the sole authority to change any of its terms or conditions.

(c) Affiliate shall make no settlement or collections on any accounts owed to Abenity, unless authorized in writing by Abenity. The authority of affiliate is strictly limited to the solicitation of sales for Abenity as set forth in this Agreement.

Section V. Advertising and Promotion

Affiliate shall not use Abenity’s name or logos on any stationery, documents, or advertising without prior written consent of Abenity. In the event of termination of this Agreement, Affiliate shall immediately return all advertising and promotional material for the Abenity Program to Abenity.

Section VI. Affiliate's Responsibilities

(a) Affiliate shall exert the Affiliate’s best efforts to promote sales and marketing to all potential customers;

(b) Affiliate shall furnish, as it develops, the following information to Abenity:

1. Competitive marketing problems and any current developments in Abenity’s market realized or discovered by Affiliate;

2. Information on poor credit risk potential participating organizations;

3. All complaints, comments, and critical remarks from participating organizations and/or members.

(c) Affiliate shall pay all of its own expenses and cost in connection with the solicitation of any sales under this Agreement.

Section VII. Duration

(a) This Agreement shall become effective on the date signed, and shall remain in effect until terminated as provided in this Agreement.

(b) This Agreement may be terminated by written notice of either of the parties to the other party of an intention to terminate the Agreement. Any such written notice shall serve automatically to terminate this Agreement 10 days after the date such notice is sent to the other party via certified or registered mail.

Section VIII. Assignment

This Agreement is personal to the parties to this Agreement and may not be assigned by Affiliate, in whole or in part, without the prior written consent of Abenity.

Section IX. Affiliate’s Authority

Affiliate shall have no right or authority, either express or implied, to assume or create, on behalf of Abenity, any obligation or responsibility.

Section X. Indemnification

Affiliate agrees to indemnify Abenity, its agents, and employees, against all claims, damages, losses, and expenses, including reasonable attorneys' fees arising out of performance of Affiliate’s work that are caused in whole or in part by Affiliate’s negligent act or omission, or that of anyone employed by Affiliate for whose acts Affiliate may be liable.

Section XI. Modification

This Agreement may be modified only by a written amendment executed by each of the parties to this Agreement.

Section XI. Arbitration and Jurisdiction

The parties expressly agree to submit any controversy to binding arbitration with the American Arbitration Association. Any controversy or claim between the parties arising out of or relating to this Agreement or Affiliate’s involvement in the Abenity Program, including but not limited to the use of the Site, shall be submitted to binding arbitration with the American Arbitration Association. The parties expressly agree that this arbitration provision and the terms and conditions set forth herein are to be governed by the Federal Arbitration Act (“FAA”).

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflicts of law provisions. You hereby submits, as evidenced by signing this Agreement, to the exclusive jurisdiction of the courts of Davidson County, Tennessee, for purposes of any and all litigation arising out of or relating to this Agreement or the Affiliate’s involvement in the Abenity Program. The Affiliate waives any objections to the forum of Tennessee for lack of venue, forum non conveniens, or any other jurisdictional ground.

Should any provision in these terms and conditions be invalid or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

The language of these terms and conditions shall be construed as a whole according to its fair meaning and not strictly for or against either party. Each party specifically waives the application of the common law doctrine that agreements are to be construed against the party who drafted the agreement.


Last Revised: June 16, 2015

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