Abenity, Inc.

Abenity Agency Reseller 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 reseller, (referred to as “Reseller”).

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

Section I. Appointment of Reseller

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 Reseller as an independent contractor to sell the Abenity Program subject to the terms, conditions, and covenants set forth in this Agreement. The Reseller 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

Reseller 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 Reseller.

Section III. Solicitation of Sales

Reseller is authorized to sell access to the Abenity Program in either of the following methods:

a) Premium Savings Pass Cards: Reseller may purchase and customize Abenity’s Premium Savings Pass Cards for their own brand to give out to Reseller’s customers at
Reseller’s discretion. Refer to EXHIBIT C of this agreement for examples of Premium Savings Pass Cards and pricing.

The following requirements exist for participation with Abenity at this level:

(i) A minimum purchases of 600 Premium Savings Pass Cards are required with every order.

(ii) Abenity’s Premium Savings Pass Cards are co-branded for Reseller and include an Abenity Perks Program branded for Reseller. (See example at http://demo.abenity.com). The recipients of Reseller’s premium Savings Pass cards receive a free 1-year savings membership to the provided Abenity perks platform. The recipient’s 1-year savings terms starts on the date of their registration within the provided perks program.

(iii) Issued Premium Savings Pass Cards include variable registration codes, insuring program security for both the Reseller and the recipients of Reseller’s Premium Savings Pass Cards.

(iv) Reseller will receive Abenity Store commissions from Abenity on every purchase made by Reseller’s active members registered within the Reseller’s Abenity Program as defined on EXHIBIT B of this agreement.

(v) Reseller is authorized to re-sell the Abenity Premium Savings Pass Cards directly to customers at up to a 100% mark-up from Abenity’s Reseller rates listed on EXHIBIT C of this agreement.

(vi) If Reseller is located within the State of Tennessee, then Reseller must supply Abenity, Inc. with a Certificate of Resale or sales taxes of 9.65% will be included on each of Reseller’s Premium Savings Pass Card purchases.

b) Client Subscriptions: Reseller is authorized to setup branded Abenity perks programs for Reseller’s customers and will be compensated by Abenity for referred program sales according to the following methodology:

(i) Referral Commissions: If Client Subscriptions referred by Reseller are invoiced directly by Abenity to Reseller’s Customer, herein Participating Organization, then Abenity will pay Reseller a one-time referral commission in an amount equal to two (2) month’s of the Participating Organization’s monthly client subscription fees from Abenity.

Abenity will issue the one time commission to Reseller by the 20th day of the month following the end of the Participating Organization’s ninety (90) day pilot period with Abenity. Commissions are not due or payable to Reseller until Abenity has receives payment from the referred Participating Organization for the first three (3) months of service with Abenity.

In order to be subject to the payment of a commission, all referrals to Abenity by Reseller must be documented in writing by Abenity and Reseller before Abenity conducts the first sales meeting, program tour, webinar or presentation for the referred client. If not documented in writing by the parties, any sales finalized by Abenity, despite Reseller’s possible involvement in the business relationship with the participating organization, shall not entitle Reseller to any commission.

Any accounts that Abenity and Reseller have in common are not eligible for commissions.

(ii) Wholesale Rates / Direct Billing: If Reseller wishes to directly bill or absorb the costs of Participating Organization’s Abenity Client Subscription, then Abenity will invoice Reseller a wholesale rate for the provided Abenity Perks Program. Reseller’s wholesale rates are available for review on EXHIBIT A of this agreement.

(iii) Abenity reserves the exclusive right, without any consent from Reseller, 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 Reseller as a one- time commission, so long as Reseller is notified in writing of any such changes.

(iv) If this Agreement is terminated, Reseller 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 referred Participating Organization by Abenity.

c) Abenity Store Commissions

(i) Reseller will receive commissions from Abenity on every purchase made by the Participating Organization’s registered members within the Participating Organization’s Abenity Store for a period of twenty-four (24) months from the activation date of the Participating Organization’s Abenity Program as defined on EXHIBIT B of this agreement. After this initial twenty-four (24) month period, Reseller must supply Abenity with an active Broker of Record letter from Participating Organization to continue to receive eligible commissions from Participating Organization’s member purchases.

i.In the event that Participating Organization terminates their Client Subscription with Abenity, then Abenity Store commissions to Reseller will also terminate upon the effective date of Participating Organization’s Abenity account termination.

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 Reseller for any commissions or loss sale revenues. Reseller 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) Reseller shall make no settlement or collections on any accounts owed to Abenity, unless authorized in writing by Abenity. The authority of Reseller is strictly limited to the solicitation of sales for Abenity as set forth in this Agreement.

Section V. Advertising and Promotion

Reseller 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, Reseller shall immediately return all advertising and promotional material for the Abenity Program to Abenity.

With a one-time setup fee of $150, Abenity will create and provide Reseller with a branded marketing landing page for their agency, including lead generation functionality and a marketing flyer. (View a sample marketing landing page at http://www.abenity.com/agency/McGrath)

Section VI. Reseller's Responsibilities

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

(b) Reseller 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 Reseller;

2. Information on poor credit risk potential participating organizations;

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

(c) Reseller 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 Reseller, in whole or in part, without the prior written consent of Abenity.

Section IX. Reseller’s Authority

Reseller 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

Reseller agrees to indemnify Abenity, its agents, and employees, against all claims, damages, losses, and expenses, including reasonable attorneys' fees arising out of performance of Reseller’s work that are caused in whole or in part by Reseller’s negligent act or omission, or that of anyone employed by Reseller for whose acts Reseller 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 XII Covenant Not To Compete.

During the term of this Agreement and for a period of three (3) years thereafter, Reseller shall not directly or indirectly, for Reseller’s own benefit or for or with any person, firm or corporation whatsoever other than Abenity, engage in any business similar to that is presently conducted by Abenity within the United States. The parties agree that the terms of this Covenant Not to Compete are fair and that the duration and scope of territory covered by this Covenant Not to Compete are reasonable.

Section XII. 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 Reseller’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 Reseller’s involvement in the Abenity Program. The Reseller 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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