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 the formal agreement 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 $150, beginning on the first 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 $150, and the cost per year is discounted to $550.
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.
