Welcome to the aubreTEC Franchise Program. The following agreement (hereafter referred to as “Agreement,” “Franchise Agreement,” or “Terms of Service”) describes the terms under which aubreTEC Labs (hereafter referred to as “aubreTEC” or “aubreTEC Labs”) offers you membership and access to the franchise program (hereafter referred to as “Franchise Program” or simply “Program”). Access is conditioned on your agreement of all the terms and conditions contained in the Franchise Agreement, including compliance with the policies and terms listed herein.
By placing or using any of the aubreTEC Franchise vendors or sales materials, you agree to these terms. If you do not so agree, you should decline this agreement, remove any vendors or sales materials you may have placed, and contact aubreTEC Labs for a conditional refund of your franchise fee. Upon mutual acceptance of this agreement, you will be considered a member of the Franchise Program (hereafter referred to as “Member” or “Franchiser”).
aubreTEC Labs may adjust this Franchise Agreement at any time under its sole discretion, effective upon posting the adjusted agreement at the domain or subdomains of http://www.aubretec.com where the prior version of this Franchise Agreement was posted, or by communicating these changes through any written contact method.
It is the responsibility of the Franchiser to ensure complete comprehension of the terms of this Agreement before engaging in in the Franchise Program.
THE SERVICES OF THE AUBRETEC LABS FRANCHISE PROGRAM
1.1 Basic Description Of Service: The aubreTEC Franchise Program entitles members to sell aubreTEC products on a predetermined commission basis through the use of scripted vendor objects in the Second Life environment.
1.2 All transactions and commissions are calculated using the Second Life standard of currency, referred to as “Lindens” or by the symbol “$L.”
1.3 The Franchiser agrees to a one-time payment of $25,000L or other amount agreed upon by both parties. This payment is an investment in services rendered by the Franchise Agreement, and will hereafter be referred to as the “Initial Investment.”
1.4 The current commission rate for Franchise Program members is 30%, after applicable fees and/or taxes. Currently, aubreTEC Labs uses the hippoVEND networked vendor system, which claims a 1.5% fee of all sales over $10L; all commissions (both to the Franchiser and to aubreTEC Labs) are calculated after these fees. If future fees are imposed, either by service providers or by a change in vendor systems, commissions will be calculated after these fees as well.
aubreTEC Labs retains the right to change the commission amount at any time and at its sole discretion, but may not lower the commission amount below 30%. In addition, aubreTEC Labs agrees to reserve the highest available commission amount of any officially-recognized commission tier for members of the Franchise Program.
1.5 aubreTEC Labs agrees to make available various logos, images, and other sales materials at its sole discretion when such images are created and pursuant to License Terms (listed below).
1.6 aubreTEC Labs agrees to make available, free of charge, all non-transferrable Second Life products and services branded under the aubreTEC Labs moniker, for the personal (non-distributable) use of the Franchiser. This includes all current and future products and services.
1.7 aubreTEC Labs agrees to provide free advertising, where available and at its sole discretion, to the Franchiser on the domain (and subdomains) of http://www.aubretec.com, in perpetuity. This may include location listings, banner advertising, and other provisions designed to assist the Franchiser in promoting locations in which aubreTEC products are sold. aubreTEC Labs also agrees to provide, at its sole discretion, advertising in the form of group announcements and other methods with the intent of providing exposure to new locations in which aubreTEC products are sold.
1.8 aubreTEC Labs agrees to provide personal support through in-world avatars, emails, Second Life group communications, and other methods to assist the Franchiser in establishing and maintaining Second Life locations in which aubreTEC products are sold. This includes support for vendor function, placement of automated support items, and advice on product placement and/or marketing.
1.9 aubreTEC Labs agrees to provide the Franchiser with access to the Second Life group “aubreTEC Franchise” for purposes of vendor access, obtaining free products, group discussion, and other rights provided by the group at aubreTEC Labs’ discretion.
1.10 The services provided by aubreTEC Labs as part of the Franchise Agreement are expressly limited to the Franchiser, to the extent allowable by applicable law. The Franchise Agreement is limited to a single Second Life account, and is non-transferrable.
1.11 aubreTEC Labs agrees to announce in a reasonable fashion (including prominent posts on the domain or subdomain of http://www.aubretec.com and/or in-world announcements to the Second Life group “aubreTEC Franchise”) any significant changes to the Franchise Agreement.
1.12 All purchases of aubreTEC Labs’ services and products by third-party customers are considered transactions between the customer and aubreTEC Labs. aubreTEC Labs is responsible for any subsequent support and/or reparations due the customer in perpetuity.
LICENSE AND INTELLECTUAL PROPERTY TERMS
2.1 The Franchiser has a nonexclusive, limited, and revocable license to use officially-provided aubreTEC logos, images, and sales materials while in compliance with the Franchise Agreement. Such materials are only to be used to promote the sale of aubreTEC products, and may be used in promotional materials within the Second Life environment.
2.2 Permission to use aubreTEC sales materials outside of the Second Life environment may be requested by contacting aubreTEC Labs, and must be obtained in writing by an employee of aubreTEC Labs.
2.3 The aubreTEC Labs moniker, logo, related terms, and product names remain the intellectual property of aubreTEC Labs, and may only be used at its sole discretion.
2.4 All aubreTEC Labs products, designs, and internal workings remain the intellectual property of aubreTEC Labs.
LIMITATION OF LIABILITY
3.1 At aubreTEC Labs’ request, the Franchiser agrees to defend, indemnify, and hold harmless aubreTEC Labs, its subsidiaries, employees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any breach of this Agreement by the Franchiser.
3.2 aubreTEC Labs cannot be held responsible for any financial loss or loss of Second Life inventory caused by parties beyond its control, including actions taken by Linden Labs or other parties.
3.3 All of aubreTEC Labs’ products and services are subject to deletion, alteration, or transfer at any time and at its sole discretion.
3.4 aubreTEC Labs provides this service on an “as is” basis, without express or implied warranties.
3.5 It is the Franchiser’s responsibility to ensure proper vendor placement and operation for the receipt of commissions. aubreTEC Labs cannot be held responsible for commissions lost due to mis-placed or improperly operated vendors.
3.6 It is the Franchiser’s responsibility to monitor vendor function for the receipt of commissions. aubreTEC Labs cannot be held responsible for commissions lost due to vendor malfunctions, as these vendors fall under the heading of “parties beyond its control.”
3.7 It is the Franchiser’s responsibility to monitor commission receipts on a daily basis. If commissions become compromised as a result of actions taken by aubreTEC Labs or its employees, aubreTEC Labs can only be held responsible for replacing lost commissions for a term of 48 hours prior to the point at which it is made aware of the discrepancy.
CONDUCT BY AUBRETEC FRANCHISERS
4.1 The Franchiser agrees to abide by certain rules of conduct, listed here, as well as any future standards established by aubreTEC Labs in order to protect its interests and/or reputation. Violation of any of these rules may result in penalization, including warnings and/or termination of the Franchise Agreement (see “Termination of Agreement” below).
4.2 The Franchiser agrees to use the services of the Franchise Agreement as provided without unauthorized means of access or use. Any attempt to tamper with vendor objects, make false commission claims, or otherwise circumvent the agreed-upon Terms of Service will be considered a violation of this Agreement.
4.3 The Franchiser agrees to represent aubreTEC products favorably but truthfully to the best of their knowledge. Passively or actively misrepresenting product features, behaviors, or capabilities will be considered a violation of this Agreement.
4.4 The Franchiser agrees not to create unauthorized derivatives of aubreTEC products.
4.5 The Franchiser agrees not to represent products not provided by aubreTEC Labs as being created by, distributed by, or otherwise endorsed by aubreTEC Labs.
4.6 The Franchiser agrees not to misrepresent their relationship with aubreTEC Labs in any form of communication, including (but not limited to ) in-world interactions, email, internet, or printed materials. The Franchiser is an authorized distributor of aubreTEC products, but is not an employee of aubreTEC Labs. Any attempt to represent oneself as an aubreTEC employee, the alternate account of an aubreTEC employee, or in any other way authorized, endorsed, or empowered by aubreTEC Labs to represent its interests will be considered a violation of this Agreement.
4.7 The Franchiser agrees not to engage in behavior that is directly harmful to aubreTEC Labs’ reputation or interests. This includes, but is not limited to, engaging in any act of misrepresentation, libel or slander against aubreTEC Labs, its employees, policies, or products in public forum.
4.9 The Franchiser agrees to maintain membership in the Second Life group “aubreTEC Franchise” for purposes of obtaining free products, accessing appropriate vendors, group discussion, and other rights assigned to the group.
4.10 The Franchiser agrees to monitor and comply with the distribution and subsequent replacement of dysfunctioning and/or outdated within a 24-hour period. New vendors will be announced in the Second Life “aubreTEC Franchise” group, along with instructions for obtaining them. Deliberately maintaining a vendor that is no longer in compliance with the Franchise Agreement will be considered a violation of this Agreement.
4.11 The Franchiser agrees to refer all support requests, including undelivered items, support questions, or requests for reparations, directly to aubreTEC Labs employees.
TERMINATION OF AGREEMENT
5.1 aubreTEC Labs retains the right to terminate the Franchise Agreement, at its sole discretion, at any time and for any reason.
5.2 The Franchiser retains the right to terminate the Franchise Agreement, at its sole discretion, at any time and for any reason.
5.3 If a Termination of Agreement is instigated by aubreTEC Labs, the Franchiser is entitled to a conditional refund of any required initial investment paid to aubreTEC Labs related to the Franchise Program.
5.4 A conditional refund will be calculated based upon the agreed-upon Initial Investment at the time of this Agreement. It will exclude the retail price of any free products obtained by the Franchiser during their term as an aubreTEC Franchiser, as well as any commissions received through the use of the Franchise Program and any monetary damages inflicted on aubreTEC Labs by the Franchiser due to violations of the Franchise Agreement. The refund will never be higher than the Initial Investment. aubreTEC Labs retains the right to take whatever reasonable time is necessary to calculate and provide the conditional refund.
