VENDOR AGREEMENT
1. Obligations of the Parties.
1.1 Lead Distribution. WarehousingAndFulfllment.com (The Company)
agrees to deliver quote requests to Vendor, according to one of the two
following parameters set by Vendor:
First, Vendor may elect to receive any or all Lead Types offered by The
Company. Second, Vendor may choose to receive all selected lead types from
the United States, Canada, Europe, Australia or China. Vendor may change
parameters at any time by sending a written request in the form of an
electronic communication to The Company. Vendor agrees to grant The Company
three (3) business days from receipt of Vendor’s request to process all
parameter changes.
1.2 Lead Response Time. The Company agrees to deliver selected lead
requests to Vendor
within two (2) hours of screening of the lead request. All quote requests
will be delivered to up to two selected Vendor email accounts. In return,
Vendor agrees to respond to all prospects received in a timely fashion, but
in any event no later than 2 business days from receipt.
1.3 Contact Method. Vendor may use either email or telephone to
contact prospects. The
Company recommends that Vendor uses the preferred contact method of the
prospect.
1.4 Additional Marketing Efforts. Vendor agrees to contact the
prospect for purposes
of quoting the project listed on the lead request. Any additional attempts
to contact the prospect for purposes other than quoting the project listed
on the lead request are expressly prohibited, unless granted permission by
the prospect.
1.5 Confdentiality and Non Compete. Each party to this Agreement
acknowledges that certain information that it receives from the other party
(the “Disclosing Party”) will constitute confdential and proprietary
information of the Disclosing Party (“Confdential Information”), and agrees
that it will take all reasonable steps to preserve the strict confdentiality
of any such information; provided that such information in tangible form is
clearly marked as confdential and oral disclosures are promptly confrmed as
confdential in writing. The receiving party will safeguard the confdential
information with the same degree of care that it uses to protect its own
confdential information. Each party agrees to restrict its internal
distribution of the other party’s Confdential Information to its employees
and agents who have a need to know, and to take such steps to ensure that
its dissemination is so limited. For purposes of this Agreement, Confdential
Information shall not include any information to the extent that such
information (a) is presently, or subsequently becomes, generally available
to the public without a wrongful act of the receiving party; (b) is
information which the Disclosing Party agrees in writing may be
disclosed without restriction; (c) is already known to the receiving party;
(d) is developed
independently by the receiving party without reference to any Confdential
Information of the Disclosing Party; (e) is furnished by the Disclosing
Party to a third party without restriction on disclosure; or (f)is disclosed
pursuant to a court order. Furthermore, all confdential information provided
to Vendor in the form of a lead request is for the Vendor’s use only. Vendor
shall not attempt to resell or redistribute any of the information provided
by The Company. You agree that at no time during the term of your agreement
with the Company will you engage in any business activity which is
competitive with the Company (providing lead matching services). For a
period of two (2) years immediately following the termination of your
agreement, You will not, for yourself or on behalf of any other person or
business enterprise, engage in any business activity which
competes with the Company within the US and Canada (providing lead matching
services).
1.6 Payments and Fees. During the term of this Agreement, Vendor shall
pay The Company
transaction fees in accordance with the terms and schedule set forth in
Section 4, Transaction Fees. All payments and fees paid shall be made by
credit card in US dollars to The Company’s bank account.
1.7 Indemnifcation. Vendor agrees to indemnify and hold harmless The
Company from any claim, action, liability, loss, damage, suit, proceeding,
demand, judgment, costs, fees, and other legal expenses arising out of
Vendor’s unauthorized or wrongful use of lead information provided by The
Company, including, but not limited to the unauthorized use of any third
party’s intellectual property, trademarks, service marks, trade names or
copyright protected materials. In the event of any asserted claim, Vendor
shall provide The Company reasonable timely written notice of same, and
thereafter Vendor shall at its own expense defend, protect and save harmless
The Company against said claim or any loss or liability there under. In the
event Vendor shall fail to so defend, indemnify or save harmless The
Company, then in such instance The Company shall have full rights to defend,
pay or settle said claim on its own behalf without notice to Vendor and with
full rights to recourse against Vendor for all fees, costs, expenses and
payments made or agreed to be paid to discharge such claim.
1.8 Approval of Vendors. The Company may, for any reason, reject the
registration, in part or in full, of any new Vendor.
1.9 Credit Requests. Vendors may submit a request for credit of a lead
request for any
of the following reasons: 1) the lead request does not meet the selected
parameters as outlined in section 1.1; 2) the lead request is a duplicate
request previously received; 3) the lead request was placed by a company in
the same industry in an effort to gain competitive intelligence; 4) the lead
request contains bogus or inaccurate information which makes it impossible
to quote; 5) the lead request is outside of Vendor’s geographic preference;
and/or 6) the Vendor has previously been in contact with the prospect using
Vendor’s internal marketing efforts (in this case, proof must be submitted
by email. In order for Vendor to receive credit, Vendor must submit a credit
request by replying to the Lead email or submitting an online request for
credit within 5 days of receipt of the lead request, unless circumstances
warrant more time. Upon receipt of the credit request, The Company will
process the credit request and notify Vendor of decision. Within its sole
discretion, The Company may reject any or all credit requests that do not
fall into the above
mentioned criteria.
2. Term and Termination.
2.1 Term. Either party may terminate the Agreement at any time upon
the giving of fve (5)
days written notice via email. In order for Vendor to terminate the
Agreement, Vendor must pay any and all outstanding balances.
2.2 Effect of Termination. Upon termination of this Agreement for any
reason, all rights
and licenses granted hereunder under this Agreement shall terminate and
Vendor shall immediately cease use of the The Company Service and Licensed
Marks. Notwithstanding the termination of this Agreement by any party for
any reason, Vendor’s agreements in Sections 1.4, 1.5 and 1.7 shall survive
indefnitely after any such termination.
2.3 Termination by The Company The Company reserves the right, in its
sole discretion, to
promptly terminate this agreement and the The Company Service effective
immediately upon written notice to Vendor in the event Vendor uses the The
Company Service in any libelous, defamatory, or inappropriate manner, and
Vendor hereby waives and releases The Company for all claims, liabilities
and damages arising from the termination. Furthermore, The Company reserves
the right to terminate this Agreement at any time if Vendor submits false
requests through the The Company website in order to gain competitive
intelligence or engages in any other unfair business practice.
3. Miscellaneous Provisions
3.1 Complete Agreement. This Agreement contains the entire agreement
between the
parties hereto with respect to the matters addressed in this Agreement. This
Agreement supersedes all prior agreements, written or oral. In the event
that a dispute arises under this Agreement, neither Vendor nor The Company
may introduce evidence of any alleged prior or contemporaneous agreements or
understandings to alter the terms of this Agreement. This is an integrated
Agreement.
3.2 No Oral Modifcations. This Agreement may be amended only in a
writing signed by
both parties.
3.3 Attorneys’ Fees and Costs. In the event of any legal or equitable
action or arbitration proceeding required to enforce or defend this
Agreement, the prevailing party shall be entitled to an award of its actual
attorneys’ fees, costs, and expenses incurred in connection with the
enforcement or defense of this Agreement, in addition to any other damages
it may suffer as a result of the violation or breach of this Agreement, or
other relief to which it may be entitled.
3.4 Arbitration. The parties hereto agree that all actions or
proceedings arising in connection with this Agreement shall be tried and
litigated exclusively in the State and Federal courts located in the County
of Denver, State of Colorado. The aforementioned choice of venu is intended
by the parties to be mandatory and not permissive in nature, thereby
precluding the possibility of litigation between the parties with respect to
or arising out of this Agreement in any jurisdiction other than that
specifed in this paragraph. Each party hereby waives any right it may have
to assert the doctrine of forum non conveniens or similar doctrine or to
object to venue with respect to any proceeding brought in accordance with
this paragraph, and stipulates that the State and Federal courts located in
the County of Denver, State of Colorado shall have in personam jurisdiction
and venue over each of them for the purpose of litigating any dispute,
controversy, or proceeding arising out of or related to this Agreement. Each
party hereby authorizes and accepts service of process suffcient for
personal jurisdiction in any action against it as contemplated by this
paragraph by registered or certifed mail, return receipt requested, postage
prepaid, to its address for the giving of notices as set forth in this
Agreement. Any fnal judgment rendered against a party in any action or
proceeding shall be conclusive as to the subject of such fnal judgment and
may be enforced in other jurisdictions in any manner provided by law.
3.5 Successors. This Agreement shall bind and inure to the beneft of
the parties hereto and their respective successors, administrators,
executives, predecessors and assigns.
3.6 Effect of Waiver. No breach of any provision hereof can be waived
unless in writing
and no conduct may result in the estoppel of any Party to enforce any
provision of this Agreement. Waiver of any one breach of a provision hereof
shall be not be deemed to be a waiver of, or estop any Party to assert, any
other breach of the same or any other provision hereof.
3.7 Invalidity. If any one or more provisions of this Agreement or its
application to any
circumstance is determined to be invalid, illegal, or unenforceable to any
extent or for any reason, by a court of competent jurisdiction, then such
provision or provisions shall be deemed to be severed and deleted, to the
extent necessary, and neither such provision nor its severance shall affect
the validity of the remaining provisions of this paragraph or this Agreement
which shall remain in full force and effect. In the event of a fnding of
partial invalidity, illegality, or unenforceability by a court or tribunal
of competent jurisdiction, such court or tribunal is hereby instructed to
modify such provision to the minimum extent necessary to avoid such
invalidity, illegality, or unenforceability; provided such modifcation does
not alter the purpose or intent of such provision.
3.8 No Presumption Regarding Drafter of Agreement. There shall be no
presumptions for
or against either party who drafted this Agreement.
3.9 Governing Law. This Agreement shall be construed and governed by
the laws of the
State of Colorado.
3.10 Counterparts. This Agreement may be executed in counterparts and
by facsimile signature with the same force and effect as if all original
signatures were set forth in a single document. This Agreement shall not be
binding until signed by both parties.
4. Transaction Fees.
Vendor shall pay Transaction Fees to The Company in accordance with the
following terms:
4.1 Transaction. Transaction shall be deemed to have occurred when The
Company delivers
a lead request to Vendor.
4.2 Fees. All Outsourcing Requests - Vendor will pay a per lead fee
equal to the amount
noted in section 4.6 for all types of leads selected for any and all lead
requests delivered. In addition, Vendor will pay a one time, non- refundable
set up fee of $125, beginning on the frst day of service. The Company can
also place a logo and link to Vendor’s website on its homepage on a monthly
or yearly basis. The cost per month is $50, and the cost per year is
discounted to $450.
4.3 Billing. The Company processes all billing on a monthly basis.
After the last usiness day of a month, Vendors’ invoices are fnalized and
sent by email to Vendor. The Company uses an automatic credit card
processing system, whereby Vendors’ credit cards are charged by the 8th of
each month for leads received the previous month.
4.4 Outstanding Payments. In the event that Vendor’s credit card is
rejected, Vendor must
submit payment to The Company within 15 days. If The Company does not
receive payment within 30 days, The Company is granted the right to
terminate the service and refer the account to a third party agency for
collections.