term and condition
Vendor’s Agreement
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms and conditions, is such case the terms “You” or “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and conditions and may not use the Services.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.
1. Definitions:
“Services” means the availability of Our software and services that are made available by Us online.
“Users” means individuals who are authorized by You to use the Services for whom licenses or subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at your request).
“We”, “Us” or “Our” means, Awitickets, as further described below, Our Affiliates, and Third Parties or Suppliers contracted by us to deliver all or part of the Services.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means all electronic data or information belonging to or created by You, including all text, messages or other materials uploaded, posted, or stored through your use of the Services.
“Your Online Data” means Your Data submitted by You to the online portion of the Services that is physically stored in data centers on computers owned or controlled by Us.
2. Services:
2.1 Provision of Services. Upon Your payment of the fees, We grant You a limited, non-exclusive license to access and use Our application software on the terms and conditions set forth herein for the duration of the subscription term. You agree that Your purchases hereunder are neither contingent upon the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding any future functionality or features.
2.2 Subscription Types. Subscriptions are purchased for use in organizing tournaments.
3. Use of the Services.
3.1 Our Responsibilities.
We shall: (i) provide Technical Support for the Services to You, (ii) use commercially reasonable efforts to make the online portion of the Services available 99.99% up time, except for: (x) planned downtime (which We shall schedule to the extent practicable during the hours of 7 p.m. to 12:00 a.m. on Tuesday EST or (y) any unavailability caused beyond Our reasonable control, including without limitation, acts of God, internet service provider failures or delays or denial of service attacks and (iii) provide the Services only in accordance with applicable laws and government regulations within our jurisdictions of operations.
We shall not: (a) be responsible for any compromise, loss, delay, alteration or interception of Your Data during the transmission of any data across computer networks or telecommunication facilities (including but not limited to the internet) that are not owned or operated by Us, or (b) assume responsibility for the reliability or performance of any connections, computer networks or telecommunications facilities (including but not limited to the internet) that are not owned or operated by Us.
3.2 Our Protection of Your Online Data. We shall (i) maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Your Online Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, (c) access Your Data except as stated below and to provide the Services and prevent or address service or technical problems or at Your request in conjunction with customer support matters or (d) You acknowledge and agree that Your Data pertaining to your Entertainment or Travel event will be available to third parties such as the general public, payment services providers, resellers and online social media and TV networks. You allow us to access and copy of all Data you provided.
The portions of Your Data to be copied and shared solely by us does not include personal identification information, and further provided that we do not provide Your Data to any third party in any format that would enable such third party to identify individuals (individually or collectively) as the basis for the information reported. Subject to such restriction, we may use or provide to third parties anonymous information that is based on Your Data (e) we do not maintain Your Online Data after you no longer required our contracted Services or if this contract is breached by you. (see Terms & Termination)
3.3 Your Responsibilities.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (iii) be responsible for the accuracy, quality and legality or Your Data and of the means by which you acquire Your Data, (iv) securely manage Your password(s) for access to the Services, (v) use commercially reasonable efforts to prevent password theft or loss or unauthorized access to or use of the Services, (vi) notify Us promptly of any such password theft or loss or unauthorized access or use, (vii) use the Services only in accordance with applicable local, state, provincial, federal and/or international laws and government regulations, (viii) accept all updates to the Services including all tools, utilities, improvements, or general updates to improve and enhance the features and performance of the Services, and (ix) be responsible for procuring and maintaining the network connections that connect Your Users and network to the online portions of the Service including Secure Socket Layer (SSL) protocol, CASL or other protocols accepted by Us and to follow logon procedures or services that support such protocols.
shall not (a) make the Services available to anyone other than Users, (b) sell, resell, lease, timeshare or transfer the Services, (c) use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit and of the following: (1) illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful or harassing, offensive, inappropriate or objectionable information or communications or any kind, including without limitation to conduct that would encourage or constitute and attack or “flaming” others or criminal or civil liability under any local, state, provincial, federal or foreign law, (2) content or data that would falsely represent your identity or qualifications or that constitutes a breach of any individual’s privacy, (3) advertise, solicit or make any other unsolicited communications and (4) disseminate any information, software or content which is not legally yours and may be protected by copyright or other proprietary rights or derivate works without permission from the copyright owner or intellectual property rights owner, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (e) attempt to gain unauthorized access to the Services or their related systems or networks, or (f) attempt to reproduce, duplicate, copy, deconstruct or reverse-engineer the Services.
3.5 Usage Limitations. Services may be subject to other limitations, such as, limits on disk storage space. A connection session is the continuous block of time from the time you log into the Services until the moment you disconnect. In the event that the connection is idle for 15 minutes, we will automatically disconnect the connection. If disconnected, you are free to re-connect immediately to establish a new session.
4. Fees and Payment for Purchased Services.
4.1 You or Your Users shall pay all fees specified. We will charge a service fee to Users at our then published rate for use of the Services. All fees must be paid online at the point of sale in order to complete the Services. Except as otherwise specified, (i) fees charged when using our platform are based on us giving you and your Users access to selling your products and services, (ii) Services fee obligations are non-cancelable and fees paid are non-refundable. Payments to Us are made through a third party. When setting up your Products and Services within the system, your Users will be provided access to multiple payment options and methods to choose from. We are solely responsible for dealing with such third party with regard to the handling of any funds on Your behalf and on behalf of Your Users.
4.2 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar government assessments. You are responsible all taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect taxes for which You are responsible, the appropriate amount will be invoiced to and paid by You.
5. Proprietary Rights
5.1 Reservation of Rights in Services. Subject to the limited rights granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
5.2 Restrictions. You shall not (i) permit any third party to access the Services except as authorized herein, (iii) copy, frame or mirror any part of content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
5.3 Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
6. Warranties and Disclaimers.
6.1 Warranty of Functionality. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with Our guidelines, and (iii) the functionality of the Services will not be materially decreased during a subscription term. Your sole and exclusive remedy for Our breach of this warranty shall be that We shall be required to use commercially reasonable efforts to modify the Services to achieve in all material respects the functionality described in Our Guidelines and if We are unable to restore such functionality, You shall be entitled to terminate the Agreement as provided for below in the Termination Clause. We shall have no obligation with respect to a warranty claim unless notified of such a claim within 5 days of the first instance of any material functionality problem.
6.2 Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so. You further warrant that you have obtained permission to contact and communicate with Users
7. Limitation of Liability.
In no event will We be responsible for any amounts that exceed the amount of fees actually paid by You to Us.
8. Modification and Discontinuance.
8.1 To the Services. We may make modification to the Services or particular components of the Services from time to time and will use commercially reasonable efforts to notify you of any material modifications. We reserve the right to discontinue offering the Services or particular components of the Services. We will not be liable to You or any third party for any modification or discontinuance of part or all of the Services.
9. Term and Termination.
9.1 Term of the Agreement. This Agreement commences when agree by You by checking the box below and continues until all User subscription granted in accordance with this Agreement have expired or are terminated.
9.2 This agreement shall be governed by the laws of the United States and any dispute shall be brought in the City Fort Lauderdale Florida.
INDEPENDENT REFERRAL SERVICE PROVIDER AGREEMENT (IRSP)
This Agreement (“Agreement”) is made and entered into by and between you, the undersigned SERVICE PROVIDER (“SERVICE PROVIDER”), an independent SERVICE PROVIDER engaged in the business of performing REFERRAL SERVICES contemplated by this Agreement, and Awitickets d.b.a. of SAKIA Holdings, LLC,. (“COMPANY” or “COMPANIES”). SERVICE PROVIDER may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS YOU HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
The parties agree as follows:
1. Services: SERVICE PROVIDER agrees to provide the following services to COMPANY: Solicit orders for COMPANY products and services, solicit vendors for products and services that COMPANY can resell and/or service, develop and maintain vendor and customer relationships for the benefit of COMPANY, and provide for the account management and project facilitation for vendors and customers introduced to COMPANY by SERVICE PROVIDER.
2. Acceptance of Opportunities and Orders: COMPANY reserves the right to reject any opportunity presented by SERVICE PROVIDER. All agreements, including but not limited to licenses, purchase and work orders shall only be signed by a COMPANY officer. SERVICE PROVIDER’s opportunities must be processed according to the terms in Exhibit A attached herein. A 3rd party vendor is defined as a provider of products and/or services to COMPANY for resale. Customer is defined as a buyer of COMPANY‘s products and services, including 3rd party products and services sold through COMPANY. A 3rd party vendor shall be a Customer when it pays COMPANY for products and services.
⦁ Compensation: SERVICE PROVIDER shall be paid commissions as set forth in Exhibit A herein when opportunities registered with COMPANY by SERVICE PROVIDER result in COMPANY (and its 3rd party vendors’) products, licenses, and services being sold, delivered, accepted, and paid for by the Customer. The rates and terms of the commissions may be changed by COMPANY with 60 days prior written notice to SERVICE PROVIDER if Customer terms and/or payment conditions warrant such change. Such change will not alter any prior commission rate paid at the time of the change notice. COMPANY is not responsible for any expenses incurred by SERVICE PROVIDER.
⦁ Term and Termination: The duration of this Agreement is for two (2) years from the Effective Date above. The Agreement may be renewed annually thereafter with written notification from COMPANY prior to the termination date. Either party may terminate this Agreement upon written notice to the other. Neither party shall have any claim against the other for loss of prospective profits, commissions, or damage to business arising from the termination. Termination of this Agreement shall not relieve either party of any of its prior obligations, and SERVICE PROVIDER shall receive its commissions up to the end of the two (2) year term, or to the end of a one-year renewal, but not thereafter. Upon termination, SERVICE PROVIDER shall promptly return all COMPANY documents, materials, and customer and vendor information.
5. Confidential and Proprietary Information: SERVICE PROVIDER shall not provide or disclose any information disclosed or marked as confidential or proprietary by COMPANY to any third party without prior written approval by COMPANY, nor use any such information for personal gain or benefit outside the terms of this Agreement. Such information includes, but is not limited to COMPANY’s customer and prospect lists, pending and closed contracts, COMPANY’s margins, costs, associate relationships, and business plans and including the use of this contract. This section shall survive termination of this Agreement and will result in immediate forfeit of all recurring income from COMPANY.
6. Indemnification: SERVICE PROVIDER agrees to indemnify and hold COMPANY, its officers, and employees harmless against any claim by any government agency for any taxes or other payments owed by SERVICE PROVIDER to such government agency as a result of this Agreement, and against all claims, liability, damages, losses, and expenses for
any personal injury or death or damage of any property or losses of revenue and business opportunities arising out of any act or omission by SERVICE PROVIDER under this Agreement. SERVICE PROVIDER warrants that it has the right to enter into this Agreement, and in doing so, does not violate or in any way infringe upon any third-party rights, applicable law, rule or government regulation.
7. Independent SERVICE PROVIDERs: SERVICE PROVIDER and COMPANY are entities independent of each other, and neither party has the authority to bind the other party to any third person or act in any way as the representative of the other party. Nothing in this Agreement shall be construed to constitute SERVICE PROVIDER as a partner, joint venture, or employee of COMPANY.
⦁ Non-compete, Non-circumvent Clause: SERVICE PROVIDER agrees that during the term of this Agreement, and for two (2) years after termination of this Agreement, SERVICE PROVIDER shall not, without prior written permission by COMPANY, solicit orders, either independently, or as an associate or employee of an COMPANY competitor, from any COMPANY Customer that SERVICE PROVIDER brought to COMPANY or learned about while contracted by COMPANY, which solicitation would result in competition with COMPANY’s services, products, or licenses such that COMPANY is deprived of its market advantages and resultant income. During the term of this Agreement, and for two (2) years after termination of this Agreement, neither party shall influence, directly or indirectly, any employee of the other party to terminate their employment and work for any other person or company.
9. Entire Agreement: This Agreement with Exhibit A, constitutes the entire Agreement between SERVICE PROVIDER and COMPANY on the subject matter herein and supersedes all prior or contemporaneous agreements, written or oral, between the parties regarding this subject matter. This Agreement may not be modified except by a document signed by an authorized representative of both parties.
10. Notices: All notices required or authorized under this Agreement shall be in writing and refer to this Agreement by Agreement No., and shall be effective upon delivery if delivered in person or upon mailing if mailed express, or at a U.S. Post Office, first class mail, postage prepaid, addressed or delivered to:
SERVICE PROVIDER’s address: COMPANY:Mailing Address
AS PROVIDED IN PER APLICATION SIGN UP 3260 Pacific Way
Miramar, FL 33025
11. Waiver: Neither party may waive any term or excuse any breach of this Agreement unless such waiver or excuse is in writing and signed by the appropriate party. No waiver or excuse by either party, express or implied, shall constitute a subsequent waiver or excuse.
12. Assignment: This Agreement is non-exclusive, non-assignable and non-transferable, and shall not inure to the benefit of any successor in interest of SERVICE PROVIDER.
13. Applicable Law: This agreement and all claims arising out of or related to it will be governed by and construed under the laws that will be determined at the time of claim.
14. Dispute: Any dispute or claim which arises out of or which relates to this Agreement, or to the interpretation or breach thereof, shall be resolved by arbitration in accordance with the then effective Arbitration Association, with hearing venue to be determined at the time of claim.
Exhibit A
This Exhibit A is the Independent SERVICE PROVIDER Agreement. It defines the commission rates and terms and conditions for payment. The SERVICE PROVIDER will be responsible for meeting their own requirements as shown in the SERVICE PROVIDER’s Proposal Overview. The SERVICE PROVIDER will be accountable to an officer of the COMPANY.
COMMISSION RATE for PRODUCTS and SERVICES SOLD and SERVICED by COMPANY:
This Commission Rate shall apply to COMPANY’s various Membership and Subscriptions services solicited by SERVICE PROVIDER for COMPANY’s own products and services to be used by SERVICE PROVIDER’s Customers.
Membership and Subscription fees are a requirement to be paid by each Member and or Subscriber.
Unless otherwise stipulated in a signed Attachment to this Agreement. When the RP is soliciting a Member and or a Subscriber, under this Agreement or Commission Rate., RP shall receive a commission rate of _Ten__ percent (__10_%) of COMPANY’s net margin from each ACTIVE MEMBER and or SUSCRIBER using COMPANY’s products and services.
Net margin: defined herein as the amount paid to COMPANY by SERVICE PROVIDER’s Customers less all direct sales costs incurred by COMPANY, including splits, merchant processing fees, settlement fee, all chargebacks, etc. Commissions shall be conditional on COMPANY receiving payment from Customers and vendors.
TERMS AND CONDITIONS:
1. SERVICE PROVIDER shall use their referral link to register as many new Members and Subscribers to meet SERVICE PROVIDER’s requirements.
2. COMPANY reserves the right to call, email, inquire into, and meet with registered prospects.
3. COMPANY shall have no obligations to call, meet with, respond to, or communicate with prospects.
4. Only an officer of COMPANY may sign Agreements, Work Orders, Licenses, Purchase Orders, or responses to RFPs, RFQs, RFI’s and project bids.
5. Price or fee negotiations, the offering of discounts, and quoting of non-published rates, to prospects, vendors, or customers are not allowed without prior email approval by a COMPANY officer.
6. Commissions will be paid to SERVICE PROVIDER within 30 days of receipt of payment from the Customer (or vendor if applicable). Via email, SERVICE PROVIDER will receive a settlement statement referencing the COMPANY Invoice No., the date and the amount paid, via an automatic deposit into an ewallet virtual account provided to COMPANY by CONTRATOR at the time of receiving first commission from products sold the prior month..
1. If the service is not, or cannot be performed or if the service is not delivered, or if delivered and not accepted by the Customer, or returned by the Customer, then the order does not qualify for commission. In the case of a Customer claim or return resulting in chargeback fees, penalties, debits, or fines to COMPANY, any SERVICE PROVIDER commissions associated therein and paid to SERVICE PROVIDER, shall, at COMPANY’s sole discretion, be returned to COMPANY by SERVICE PROVIDER, or held as a credit balance by COMPANY against future commission payments to SERVICE PROVIDER.
2. If a Customer refuses to pay for work performed, or for services, and COMPANY is unsuccessful in obtaining payment, then commissions shall not be paid.
3. COMPANY will not cover, or reimburse any expense incurred by SERVICE PROVIDER without prior written approval for the expense by an officer of COMPANY.
4. SERVICE PROVIDER shall have the right to a CPA audited copy of a COMPANY earnings statement specifically effecting Commission payments to SERVICE PROVIDER once a year and at SERVICE PROVIDERs expense.
1. By Clicking “Get Started”, CONTRACTOR agree to the Independent SERVICE PROVIDER Agreement and have read COMPANY’s Privacy Policy and terms
Prospect Opportunity Form
SERVICE PROVIDER’s Name:
Contact’s Name: Date:
Company Name:
Company Address:
Type of business:
Contact Names, titles, phone numbers, and email addresses:
Describe opportunity and products/services:
Urgency: (High, Med. Low)? Est’d # of Subscription users in 3 yrs:
Est’d Start Date: Est’d Cost to launch:
Next Action:
Prepared By: __________________________ Date: _________________
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