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STARLEGENDS ADVENTURES 

AFFILIATE AGREEMENT 

KNOW ALL MEN BY THESE PRESENTS:

                       This AGREEMENT, made and entered into by and between: 

                       StarLegends Adventures Incorporated is a corporation duly organized and existing under the laws of the Republic of the Philippines with its principal office located at Door 3 Tezon Building Brgy. 80 Marasbaras Tacloban City 6500, hereinafter called “StarLegends Adventures”, 

-and- 

                        [AFFILIATE’S NAME], of legal age, Filipino, (civil status), with residential address at ____________________________________, hereinafter called “Affiliate”. 

WITNESSETH – That: 

                        WHEREAS, StarLegends Adventures is in the business of providing travel management and other travel agency services with clients all over the world; 

                       WHEREAS, Affiliate wishes to obtain such services exclusively from StarLegends Adventures and the latter will be the exclusive provider thereof to the Affiliate, subject to the terms and conditions stipulated herein. 

                      NOW THEREFORE in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the parties freely and voluntarily agree as follows: 

DEFINITION 

For purposes of this Agreement, an Affiliate shall be defined as: 

                       • Those who enrolled and paid the one-time registration fee. 

                       • Those who own a one-stop-shop booking portal wherein they can book flights, hotel accommodations, tour packages, mobile loading, visa assistance, and the affiliation program wherein they can gain unlimited commissions. 

                       • Those who have access on the company’s various platforms. 

                       • Those who can promote, sell and offer the same products and services which the company offers. On the other hand, a person or entity who directly buys our products and services may it be offered by the StarLegends Adventures or from the Affiliate directly, are called Clients. 

SCHEDULES 

                       The following Schedules are hereby incorporated by reference and made part of this Agreement: 

                       SCHEDULE “A” - Travel & Tour Services & Affiliate Program, which include: 

                       • Domestic and International Airline Ticketing 

                       • Domestic and International Tour Packages 

                       • Hotel/Accommodations 

                       • Ferry Ticketing (Oceanjet & 2GO) 

                       • Bus Transport Ticketing 

                       • Visa Processing 

                       • All-Network Mobile Loading 

                       • Customer Support 

                       • Online Trainings 

                       • E-Commerce Platform 

                       • Lifetime Online Mentoring / Coaching 

                       SCHEDULE “B” – Fees and Enrollment through the Affiliate Link: 

                       • One-time registration fee is ₱____. The one-time registration fee may be reduced at the discretion of StarLegends Adventures. 

                       • Yearly renewal fee is ₱____ for the Affiliate’s Travel & Tour Products & Services System, which should be paid on or before the lapse of year from the date of one-time registration. (Example: One-time registration fee is processed and dated February 14, 2019. The renewal fee should be paid on or before February 14, 2020.) 

• After the payment is settled, the Affiliate shall register in the Social and Learning Platform and will receive an email with the detailed instructions from the admin. 

• Once done, the registration will reflect on the admin’s system and the admin/s will verify and complete the registration as well as the payment. Once done, the admin will now set up the affiliate’s account and grant the access to his/her entitled courses and exclusive groups as an official Franchisee/Affiliate of StarLegends Adventures. 

• The Affiliate will be receiving an email from the admin requiring him/her to submit the needed information in order to process his/her booking system. The processing actually takes 10 working days and once done, the Affiliate is ready to start his/her own travel and tour business. 

• All fees are subject to change without prior notice. All payments once made, are considered non-refundable and non-transferable.

SCHEDULE “C” – Service Level Agreement 

• StarLegends Adventures will provide an All-In-One Booking System on Travel & Tour Products. All Affiliates with Certificate of Affiliation and confirmed one-time registration fee payment, may start offering all the products and services inside the system and earn profit from their clients. 

• There is a Designated Customer Support Team assigned to assist in delivering quality products and services. The support team operates 7 days a week, from Monday to Sunday, during office hours from 9:00 A.M. to 5:00 P.M. (PH time). 

• Online Training is accessible through SATT System, Group Pages, and Live Coaching through Zoom Cloud Meeting. 

• Group Chat and Group Pages are provided exclusively for the StarLegends Adventures members and to their authorized Affiliate. 

• Affiliate Program authorizes the registered Affiliates to promote the business opportunity to interested Filipinos from all over the globe to earn commissions using our standard and legal process. 

• Each Affiliate is not authorized to receive payments for Affiliation Enrollees. All payments must be directed to the nominated mode of payments of StarLegends Adventures. 

• Free access to Tutorials and Coaching of the founder, Aiza Molina and business coaches and access to an exclusive community of Filipino OnlinePreneurs.

SCHEDULE “D” – Rewards & Incentive Program 

• StarLegends Adventures is a business opportunity provider, and is a supplier of Schedule A, but each Affiliate is fully responsible in all his/her transactions and operations in assisting their clients. 

• From One Stop Shop Portal- Schedule A, profits can be earned by selling the said products. The incentive is delivered in the form of commission being directly credited to your booking portal, or a mark-up or service charge which you collect directly from your clients through their payments. 

• While, in the Affiliate program, you can earn starting ₱1500 per referral and ₱10,000 Pesos for every 100 referrals. The more referrals an Affiliate brings, the more incentives he/she will get.

DUTIES AND OBLIGATIONS OF STARLEGENDS ADVENTURES 

                         Use its best efforts to make available to the Affiliate the lowest fares available for all arrangements requested by its clients. 

                         Use its best efforts to ensure that third party providers of airline, hotel or vehicle services or other third-party goods or services suppliers, selected or used by the Affiliate in the provision of Services to its clients, are solvent and provide high quality services. 

                         Monitor compliance & inform supplier compliance with the Affiliate, from time to time. 

                         In case the Affiliate cannot do transfers on the time of urgent booking, StarLegends Adventures may allow Affiliates to do top up credit where they can borrow money from StarLegends Adventures, as a way of helping them book the tickets of their clients. However, the main office will collect service fee from the affiliate in an amount of 100 pesos only per 10,000 pesos credit and must be PAID within 24 hours, as payment should be collected first from the Customer/Client. 

DUTIES AND OBLIGATIONS OF THE AFFILIATE

                         Designate StarLegends Adventures as the Affiliate’s exclusive supplier of Services, in all relevant internal communications. 

                        Not use the corporate travel services of any other provider, unless StarLegends Adventures is unable or unwilling to provide the Services to its clients at or below competitive rates, provided further, that in the event that the Affiliate will utilize other corporate travel services in justified circumstances, it should be with the express consent of StarLegends Adventures. 

                        Instruct all of its employees to use StarLegends Adventures for individual/transient business travel, unless StarLegends Adventures is unable or unwilling to provide the Services at or below competitive rates, provided further, that in the event that the Affiliate will utilize other corporate travel services in justified circumstance, it should be with the express consent of StarLegends Adventures. 

                        Maintain and communicate a written travel policy to be used by all StarLegends Adventures employees when making travel arrangements. 

                       Consider efficient technologies made available by or through StarLegends Adventures, which may involve additional costs. 

                       Divide the service fee equally with StarLegends Adventures, if the Affiliate asks StarLegends Adventures to book the services of its clients through the latter. 

CONFIDENTIALITY

                        This Agreement together with the schedules attached hereto; any computer software or other technical information, technology, research, design, idea, process, procedure, or improvement, or any portion or phase thereof; information relating to any of the other Party's current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies; lists of, or any other information relating to, any of the other Party's customers, suppliers, dealers, agents or employees and such Party's relationship therewith; the Material and Documentation and any financial information relating to any of the foregoing. 

                        All disclosures of confidential information by StarLegends Adventures to the Affiliate and vice-versa, are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all confidential information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated. 

Each Party shall: 

• Not disclose any confidential information to any person except to its employees or authorized agents who have a "need to know" to enable them to fulfil their obligations hereunder. 

• Advise all their employees or agents before they receive direct or indirect access to such confidential information of the obligations of StarLegends Adventures and the Affiliate under this Agreement, and ensure that each employee or agent to whom Confidential Information is thus disclosed enters or has entered or is otherwise bound by a written confidentiality agreement. 

• Take strict precautions to safeguard and protect from direct or indirect disclosure to any other person all confidential information disclosed to it. 

• Immediately return to the originating party or, upon the other party's written request destroy, all tangible materials concerning confidential information. 

• All the terms and conditions stated herein are considered confidential. Any violation of this confidentiality agreement, will subject the violator to penalties and damages, as may be provided by law. 

NON-DISCLOSURE, REPRESENTATION AND NON-COMPETITION AGREEMENT 

Whereas, the Company, StarLegends Adventures, has independently discussed, reviewed and had the opportunity to seek legal counsel in order to consider this agreement. 

Whereas, every registered Affiliate Members, Authorized Business Coaches of StarLegends Adventures must adhere to the following terms and conditions: 

Non-Competition & Conflict of Interest 

1. The non-competition provisions of this agreement are an essential and material part of the total agreement disclosed with you upon registering, engaging business relationship or employing with StarLegends Adventures. 

2. The Affiliate Members and Authorized Business Coaches of StarLegends Adventures agrees it shall not use any advantages derivable from such confidential information in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories of this agreement. 

Non-Circumvention

3. The Affiliate members and Business Coaches, hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the Company of profits, fees or otherwise, without the specific written approval of the Company. 

No Representations

4. The Affiliate members and Business Coaches understand that the SATT makes no representation or warranty as to the accuracy or completeness of the information it provides to them. The Affiliate members and Business Coaches agree that neither the Company, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the Affiliate and Business Coaches’ use of said information. 

5. Affiliate members and Business Coaches shall not represent SATT with any potential business relationships without agreement with the company neither they make any further representation outside the business operations of SATT to other business or customers. SATT will not hold liable in any case of misrepresentation. Otherwise, corresponding sanctions will be imposed including but not limited to termination of services and relationship with SATT. 

6. The jurisdiction for this Agreement is global and worldwide. Should the Company assert that a violation has occurred; the parties agree that the Company shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the Company and its counsel. 

7. When will a non-compete clause take effect? Non-compete clauses come into effect on the date of termination of the affiliation or business contract, with or without a notice period being served. 

8. Affiliate Members and Authorized Business Coaches must not engage with any other business similar, direct or indirect in nature with that of SATT business models, products and services. He or she must not endorse any product, personality or services of any company (whichever intent) within SATT official social media community, platforms - online or offline while they are actively promoting or engaged in the business. In such event, he or she must disengage his or her relationship with SATT first and must be addressed in writing. 

9. Business Coaches must also be guided with the Company policies, terms and conditions and must promote proper business ethics with its members. 

10. All information, content (on any form), business results shared by Business Coaches and Affiliate members will be reviewed by the Admin prior publicly posting. Creation of Groups & Sharing of Information – Online 

11. Groups created exclusive by SATT Management and authorized business Coaches are the only groups recognized to communicate, promote and share relevant business information, any form of content. Any groups created unauthorized will not be considered official by SATT Management and may subject to breach of policies and procedures of the Company. 

12. Sharing of information or any form of content inside the authorized exclusive groups must be purely relevant to the business. This authorizes the Admin to remove any violator of this rule. 

13. Other information or content not relevant with SATT Business Operations, this must be addressed to SATT Management in writing and proper approval must be taken prior posting. 

14. All Affiliates members must only share promote or distribute marketing or campaign materials authorized by SATT. 

15. SATT is not liable for any false or wrong information shared to customers or stakeholders. If proven upon due process, such Affiliate may subject to legal or termination of services with SATT. 

16. Non-use and Non-disclosure. The Affiliates and Business Coaches agrees not to use any Confidential Information of the SATT for any purpose except to evaluate research, train, create content for Advertisement and marketing purposes and engage in discussions concerning potential business affiliate relationships. 

17. Maintenance of Confidentiality, The Affiliates and Business Coaches shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Client. Consultant shall not make any copies of the Confidential Information of the other party unless the same are previously approved by the Client in writing. 

18. No Obligation. Nothing herein shall obligate the Client or Consultant to proceed with any transaction and both reserve the right, in their sole discretion, to terminate the discussions contemplated by this Agreement concerning any business opportunities. Upon termination of such discussions, the Consultant shall return all confidential Information. 

I hereby agree with the updated terms and conditions made by SATT. 

GENERAL PROVISIONS

                            The Affiliate who uses all the permits and licenses of StarLegends Adventures is understood to use his/her name with StarLegends Adventures appended to his/her name. (Example: Jane Doe Travel & Tours by StarLegends Adventures). Considering that the Affiliate uses the credentials of StarLegends Adventures, it is imperative that the Affiliate will apprise StarLegends Adventures of all its business transactions. All other affiliates who have their own permits and licenses may use their own names to the exclusion of StarLegends Adventures. 

                             The Affiliate will undertake to perform services for its clients, and in doing so shall be deemed as an independent affiliate and not as an employee of StarLegends Adventures. Thus, there exists no employer-employee relationship between StarLegends Adventures and Affiliate. 

                              Unless otherwise expressly specified in this Agreement, the Affiliate shall supply, at its sole expense, all materials, supplies and other resources necessary to perform its services to its clients. 

                              The Affiliate shall have the right to terminate or cancel all or part of the services contemplated by this Agreement or any request for services on any specific task, at any time by giving five (5) days prior written notice of its intent to terminate or cancel. However, if at the end of the one-year period and the Affiliate wishes to discontinue, he/she should surrender his/her log-in details to StarLegends Adventures. Failure to do so within three (3) days from the last day of the Agreement, would warrant StarLegends Adventures’ immediate revocation or deactivation of the Affiliate’s log-in details. Immediately after the revocation or deactivation, the Affiliate is considered blocked and he/she will no longer be able to access everything from their booking portal and is considered to be no longer connected with StarLegends Adventures for all intents and purposes. Notwithstanding the foregoing provision, StarLegends Adventures reserves its right to resort to any judicial remedy for any violation under this provision. 

                               StarLegends Adventures shall incur no liability, under this Agreement or otherwise for Services not satisfactorily performed by the Affiliate to its clients. 

                              The Affiliate will indemnify, defend and hold harmless StarLegends Adventures and its affiliates, and its employees, any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Agreement or misrepresentation by the Affiliate to its clients, including, without limitation, attorney fees, amounts paid in settlement of claims, proceedings or investigations. 

                               This Agreement together with the schedules hereto constitutes the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement may not be amended or modified in any way except by a written instrument signed by both Parties. 

                               Neither Party shall assign this Agreement or any of its rights or obligations hereunder without prior written consent of the other party, which consent may be withheld at the other party's discretion. 

                                This Agreement shall be governed by and interpreted in accordance with the laws of the Philippines without reference to its conflict of law provisions. All disputes arising under this Agreement will be referred to the courts of the Province of Leyte which will have jurisdiction, and each party hereto irrevocably submits to the jurisdiction of such courts. 

                                 In the event that any party hereto is delayed or hindered in the performance of any act required herein by reason of strike, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such party, the performance of such act shall be excused for the period of the delay and the period of performance of any such act shall be extended for a period equivalent to the period of such delay, until the emergency ceases. The provisions of this Force Majeure clause shall not operate to excuse any party from the payment of any fee or other payment when due. 

                                  No waiver by either party of any obligation, restriction or remedy under this Agreement shall be valid unless by specific written instrument. 

                                  This Agreement shall insure to the benefit of and be binding upon the parties hereto and their respective successors, heirs and assigns. 

                                   This Agreement shall be signed on each and every page thereof, except the one with their names wherein they should sign on top of it, by use of facsimile signatures, e-signatures, or can be signed and scanned, each of which when signed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 

                              

                                    IN WITNESS WHEREOF, the parties have hereunto signed on these presents on __________________ at _______________________. 

                                                                              _________________________                                  _____________________ 

                                                                             StarLegends Adventures rep. by                                    Name of the Affiliate 

                                                                                (name of the representative) 

SIGNED IN THE PRESENCE OF: 

                                                                                  ____________________                                           ____________________ 

Republic of the Philippines ) Tacloban City ) SS  

ACKNOWLEDGMENT

                                                                                 BEFORE ME, on ________________ at ________________ personally appeared: 

                                                                                                                 NAMES                         VALID PROOF OF IDENTITY

 StarLegends Adventures’ Representative 

Affiliate 

                                   All claiming to me and known to be the same persons who executed the foregoing instrument and acknowledged to me that they executed the same as their free act and deed. 

                                   WITNESS MY HAND AND SEAL at the place and date first above written. 

Doc. No. _________; 

Page No. _________; 

Book No. _________; 

SERIES OF _______.