ASSOCIATE AGREEMENT AND UNDERTAKING
ARTICLE I
DEFINITIONS
1.1 For purposes of this Agreement, the following terms shall have the meanings hereunder assigned to them:
- “Company” refers to Dream Connect International Corporation, its successors, assigns, officers, directors, employees, and duly authorized representatives, where the context so permits;
- “Associate” refers to the individual or juridical entity admitted or accredited by the Company to market, promote, or avail of the Company’s products and/or services pursuant to this Agreement;
- “Account” refers to the Associate’s registered account, profile, dealership package, and all rights and privileges appurtenant thereto as recognized by the Company; and
- “Policies” refers to all existing and future rules, codes of ethics, guidelines, advisories, circulars, manuals, and official issuances of the Company, including those of its duly authorized partners, as may be amended, modified, or supplemented from time to time.
ARTICLE II
PARTIES
2.1 The parties to this Agreement are: (a) Dream Connect International Corporation, duly organized and existing under the laws of the Republic of the Philippines; and (b) the Associate, who may be an individual at least eighteen (18) years of age, a corporation, a partnership, or any other legal entity duly organized and existing under applicable Philippine law.
2.2 A person below eighteen (18) years of age may apply only upon submission of a written parental consent, subject to the approval of the Company.
ARTICLE III
TERMS AND CONDITIONS
3.1 The following terms and conditions shall govern the Associate’s accreditation and continued participation in the Company’s associate network:
- This Agreement shall become effective only upon the Company’s approval of the Associate’s application;
- The associateship package is non-refundable and shall form part of the personal Account of the Associate;
- The Associate’s Account may be assigned, transferred, or sold only to a family member within the second degree of affinity, subject in all cases to the prior written approval of the Company; and
- In the event of the Associate’s death, succession shall be governed by applicable law and by the pertinent Policies of the Company, insofar as the same are not inconsistent therewith.
3.2 The sponsor designated in the Associate’s application form shall be deemed the permanent sponsor of the Associate. Should the Associate seek transfer to another sponsor, the Associate shall observe a cooling-off period of six (6) months during which no transaction may be undertaken through the Account, reckoned from the date of the Associate’s last recorded transaction.
ARTICLE IV
OBLIGATIONS OF THE ASSOCIATE
4.1 The Associate acknowledges that the relationship created under this Agreement is that of an independent associate or business partner and not that of employer and employee. Accordingly, the Associate shall not hold himself or herself out as an employee, agent, or authorized representative of the Company, except insofar as expressly authorized under this Agreement or by prior written authority of the Company.
4.2 The Associate shall, at all times, comply with all Policies, the Company’s code of ethics, third-party partner rules, and all applicable laws, regulations, and regulatory requirements, including without limitation Anti-Money Laundering (AML) and Know Your Customer (KYC) requirements. The Associate shall likewise submit accurate, complete, and current information and such supporting documents as may reasonably be required by the Company or by competent regulatory authorities.
4.3 The Associate shall be solely responsible for safeguarding account credentials and for all acts, omissions, and transactions effected through the Account. The Associate shall immediately notify the Company of any unauthorized use, suspected compromise, or security breach. The Associate shall attend such trainings, orientations, and demonstrations as may be required by the Company prior to offering Company services and shall refrain from any unauthorized, unlawful, or fraudulent use thereof.
4.4 The Associate shall secure and maintain all licenses, permits, and registrations required by law and shall be solely liable for all taxes, fees, and other government charges arising from the Associate’s activities or earnings. The Associate shall not publish, distribute, or release any advertisement, promotion, or public statement using the Company’s name, marks, or materials without the prior written approval of the Company, except insofar as the same pertains to official materials already released by the Company for such purpose.
ARTICLE V
RIGHTS OF THE COMPANY
5.1 The Company reserves the right to approve or deny applications, amend or update its Policies, determine eligibility for discounts, bonuses, incentives, and benefits, and enforce compliance with this Agreement, the Company Code of Ethics, and all other Policies. Without limiting the generality of the foregoing, the Company may suspend or terminate any Associate Account for violations, misconduct, misrepresentation, cross-lining, cross-sponsoring, unauthorized use of Company materials, or any act deemed inimical or prejudicial to the interests of the Company and its associates.
5.2 All proprietary rights arising in connection with the Associate’s activities under this Agreement, including rights relating to Company-provided materials, branding, trademarks, marketing tools, inventions, innovations, and ideas related to the scope of the Associate’s duties, shall inure to the sole and exclusive benefit of the Company to the fullest extent permitted by law. The Company makes no warranty or guarantee as to income, profit, or results, it being understood that any earnings or commissions shall depend upon multiple factors, including the Associate’s diligence, experience, and compliance with Company standards.
ARTICLE VI
FEES
6.1 The following administrative fees shall apply, unless otherwise revised by the Company in writing: (a) Change of Account Name – Php 1,000.00 per request; and (b) Correction of Account Name – Php 1,000.00 per name when the error is attributable to the Associate.
ARTICLE VII
TERMINATION
7.1 The Company may suspend or terminate this Agreement and/or the Associate’s Account immediately, with or without prior notice, for breach of this Agreement, violation of Policies, submission of false or misleading information, unlawful or fraudulent conduct, failure to comply with AML/KYC or regulatory requirements, or any other cause that the Company reasonably determines to be detrimental to its interests.
7.2 Upon termination, the Associate’s right to use the Company’s services, systems, and benefits appurtenant to the Account shall immediately cease, without prejudice to any accrued rights or remedies of the Company under this Agreement or applicable law.
ARTICLE VIII
GOVERNING LAW AND VENUE
8.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute, claim, or controversy arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of the city/municipality where the Company’s principal place of business is located, to the exclusion of all other venues, unless the parties otherwise agree in writing.
ARTICLE IX
CONFIDENTIALITY
9.1 The Associate shall keep strictly confidential all non-public information, trade secrets, business methods, customer or associate data, pricing, marketing plans, operational procedures, Account information, and other proprietary materials disclosed by or obtained from the Company in connection with this Agreement. The Associate shall not disclose, copy, reproduce, or use such information except as necessary to perform obligations under this Agreement or with the prior written consent of the Company.
9.2 This obligation shall survive the termination or expiration of this Agreement. If the Associate handles personal data, the Associate shall comply with applicable privacy and data protection laws and Company Policies.
ARTICLE X
NON-ASSIGNMENT
10.1 The rights, interests, and obligations of the Associate under this Agreement are personal in nature and shall not be sold, assigned, transferred, conveyed, encumbered, or otherwise disposed of, whether voluntarily or by operation of law, except a may be expressly permitted by this Agreement and with the prior written consent of the Company.
10.2 Any prohibited assignment, transfer, or disposition made without such written consent shall be null and void and shall constitute sufficient ground for suspension or termination of the Associate’s Account and/or this Agreement.
ARTICLE XI
FORCE MAJEURE
11.1 Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil disturbance, labor disputes, interruption of utilities or telecommunications, governmental action, or other fortuitous events.
11.2 The party affected by a force majeure event shall give prompt notice to the other party and shall exert reasonable efforts to mitigate the effects thereof and resume performance as soon as practicable.
ARTICLE XII
ENTIRE AGREEMENT, AMENDMENTS, AND WAIVER
12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, negotiations, and agreements, whether oral or written, relating thereto.
12.2 No amendment, modification, or supplement to this Agreement shall be valid unless made in writing and signed by the parties.
12.3 Failure or delay by either party in exercising any right or remedy under this Agreement shall not be construed as a waiver thereof, nor shall any partial exercise of any such right or remedy preclude any further exercise thereof.
ARTICLE XIII
SEPARABILITY AND NOTICES
13.1 If any provision of this Agreement is declared invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
13.2 All notices, demands, or communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when personally delivered or sent to the addresses of the parties stated herein, or to such other address as either party may hereafter designate in writing.
