Acceleration Co-op

NOTE: You must be logged in as a member in order for the "Accept" box to be visible, and to be able to execute this agreement.
 
 
This agreement ("Agreement") allows members of the Acceleration Co-op to earn fees for being active participants in the Acceleration Co-op as well as for referring new members.
 
The parties to the Agreement are Acceleration Co-op, LLC. ("Acceleration Co-op"), a Delaware LLC., and the member of the Acceleration Co-op Community who executes the Agreement by entering "ACCEPT" in the field at the bottom and pressing "Submit". The effective date of the Agreement is the date upon which the Agreement is so executed.
 
In order to become a participating member of the Acceleration Co-op, you hereby agree as follows. 
 
Participate as a Participating member.

1. Upon executing this Agreement you will become a participating member ("Participating member") of the Acceleration Co-op, and will remain one so long as this agreement remains in force. 
2. In return you agree to participate in the Acceleration Co-op community. While the expectation is that you will participate in discussions on the Acceleration Co-op website and in other Acceleration Co-op community activities, and refer potential new members to the Acceleration Co-op website when you think they might be suitable community members, there is no minimum commitment of time or effort required.
3. If you are an expert member, you understand that the anonymous public synopsis of your expertise may be featured on the website front page (solely at the discretion of the Acceleration Co-op), and that you will receive additional Expert participation points if you are selected to be so featured.
4. You have read and will abide by the website Terms of use.

Earn participating member fees.

1. Participating members earn fees in two ways: by referring new members ("Referral fees") and by being active participants on the Acceleration Co-op website ("Participation fees").
2. Both Referral fees and Participation fees are determined quarterly for each participating member. Periodically, as described below, the member will receive a payment of the balance owed them.
3. Both types of fee are proportional to the members degree of participation and also to the amount of Community Revenue realized by Acceleration Co-op, LLC. in a given quarter.
4. "Community Revenue" will be defined as the sum of Subscription Revenue plus Advisor Connections Revenue.
5. "Subscription Revenue" is defined as all (gross) revenues from and only (gross) revenues from subscriptions to premium memberships in Acceleration Co-op.
6. "Advisor Connections Revenue" is defined as all (gross) revenues from and only (gross) revenues from commission payments from the Acceleration Co-op Advisor connections program.
7. Notwithstanding the foregoing, Subscription Revenue and Advisor Connections Revenue will exclude (i) any revenues accrued but not yet received and (ii) any revenues received in form other than cash and (iii) any revenues that are subject to performance conditions or other contingencies and (iv) any revenues that represent reimbursement of expenses incurred on behalf of a third party or affilate. So for example, if Acceleration Co-op should receive compensation in the form of equity or stock options, that would be excluded from both Subscription and Advisor Connections Revenues.

Referral fees.

1. All participating members can earn Referral fees. You do not need to be an expert member.
2. When you refer a new member to Acceleration Co-op, that new member is considered your "Referred member" for a period of twelve months after they initially register as a member.
3. You will earn a Referral fee for all Community Revenue we receive from your Referred members. 
4. The amount of the Referral fee for a given calendar quarter will be a percentage ("Referral percentage") of the Community Revenue from your Referred members in that quarter.
5. As of 1/1/2010, the Referral percentage is 25%. See appendix A.
6. In order for a member to count as your Referred member they must register as a member after clicking on a referral link that directed them to the Acceleration Co-op website. We will not accept emails or other forms of communication to identify new members as your Referred members. 
7. The best way to refer new members is to use the "Invite colleagues" link on the left of the page (under the heading "Refer"), as it will automatically include a referral link. Alternatively, you can use one of the special referral links (you can find these on your My account page) and include them in your email signature or website or other communication to potential referred members.

Participation fees.

1. All participating members can earn Participation fees, not just experts.
2. Each quarter, an amount will be set aside for distribution among the participating members according to how much they participate. This amount (the "Total Participation Fees") will be equal to the Community Revenue for the quarter multiplied by the "Participation percentage".
3. As of 1/1/2010, the Participation percentage equals 25%. See appendix A.
4. Participating members earn "participation points" each time they add comments to a post by an acceleratee member, and when they participate in discussions in the forums, and when they refer new members, and potentially for other types of community participation. The number of points earned for discussions depends both on the quantity of your posts and on their quality. Points are automatically awarded according to a formula. But extra points can be added by Acceleration Co-op editors when you make particularly relevant or insightful contributions. And points can be subtracted for abuse or spam or other "negative" participation. For discussions in which an expert acts as an acceleratee he will not earn participation points.
5.  Your share of the Total Participation Fees for a given calendar quarter will equal the total of your Participation points for the quarter divided by the sum of Participation points of all participating members for that quarter.

Payment details

1. Periodic payments will be made either quarterly or annually at the discretion of the Acceleration Co-op. If the balance owed to you is less than $100, no payment will be made for that quarter and the balance will remain owing in subsequent quarters.
2. In order to be paid you will need to provide payment details. We will contact you to request those in the future. If the payment details you provide are incorrect we will contact you using the email address provided in your member account. We will make a total of three attempts to contact you, after which we will stop. If you fail to provide correct payment details we will roll over the balance owed to you until the next quarter.
3. However if the amount owed to you is in excess of $100 for three consecutive quarters and we have still not received correct payment details from you three months after our third attempt to contact you, the amount owed to you will reset to zero and you will no longer be eligible to receive Participation or Referral fees for previous quarters. You will continue to earn fees going forward.

Nature of relationship
You agree that for the purposes of your relationship with Acceleration Co-op, LLC. you are an independent contractor. You will not act as an agent nor shall you be deemed an employee of the Acceleration Co-op, LLC. for the purposes of any employee benefit program, income tax withholding, FICA taxes, unemployment benefits or otherwise. You shall not enter into any agreement or incur any obligations on behalf of Acceleration Co-op, or commit Acceleration Co-op in any manner without the Acceleration Co-op's prior written consent.
 
Termination

1. Either you or the Acceleration Co-op may terminate this Agreement at any time by notifying the other party in writing (including by email). It will be sufficient to send a single email to either  contracts[at]accelerationcoop[dot]com (if you terminate the Agreement) or to the current email address in your account at Acceleration Co-op (if Acceleration Co-op terminates the Agreement).
2. Your expert membership role may be terminated at any time for any reason without notice by either yourself or by Acceleration Co-op. To request termination of your expert member role contact webmaster[at]accelerationcoop[dot]com.
3. The initial term of this Agreement will be 3 years after which it will automatically terminate.
4. In the event of  termination Acceleration Co-op shall be obligated to pay you all Participation and Referral fees accrued up to the effective date of termination, subject to the terms of the section above on payment details.

Miscellaneous

1. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The parties consent to personal jurisdiction of the federal and state courts within California.
2. With respect to the rights and obligations of participating members of the Acceleration Co-op, and to the operation of the Acceleration Co-op revenue participation program, this Agreement constitutes and expresses the entire agreement and understanding between the parties. All previous discussions, promises, representations and understandings between the parties relative to this Agreement, if any, have been merged into this document. 
3. To the extent this agreement differs from material on the Acceleration Co-op website or in other Acceleration Co-op materials (marketing and other materials) in regard to the rules, provisions or operating principles of the revenue participation program, this Agreement shall be the defining and governing document.
4. The terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties, their heirs, legal representatives, successors and assigns.
5. You may not subcontract all or any part of the services to be provided hereunder without the prior written consent of the Acceleration Co-op.
6. All decisions regarding award of Participation points will be made at the sole discretion of Acceleration Co-op and will be final.
    

 
Appendix A: Referral percentage and Participating percentage

1. Starting in Q1, 2010 the Referral percentage will be 25%.
2. Starting in Q1, 2010 the Participation percentage will be 25%.
3. Both the Participation percentage and Referral percentage may be altered at any time at the sole discretion of Acceleration Co-op. However, such alterations will only apply to participation and referral fees earned after the alteration was made. If either of these percentages is changed in the future, then any referral fees you earn after the change will be at the new, different rate. For example, if the Referral percentage was 25% when you executed this agreement, and a year later it changed to 22%, then your referral fees for the first year will be 25% of the Community Revenue from your Referred members. For the second year, your referral fees will be 22% of the Community Revenue from your Referred members.
4. Current Referral percentages and Participation percentages can be viewed at:
   www.accelerationcoop.com/contracts/active-participation