QUALIFIED VENDOR AGREEMENT
By clicking on the I Accept button below, you ( Vendor ) acknowledge and agree that you have read, understood and agree to all of the terms and conditions set forth in this Qualified Vendor Agreement ( Agreement ). This Agreement shall be effective once you have clicked the I Accept button below.
WHEREAS, the Every Little Bit Helps, LLC (the Company) serves as a referral source and a lead producer, and also, provides referrals and leads to certain vendors (the Company's Business); and
WHEREAS, Vendor desires to receive referrals and leads from the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, it is mutually agreed by and among the parties to this Agreement as follows:
Term of Agreement . This Agreement shall commence on the date hereof and shall continue until terminated by either party upon written notice to the other party (such period shall be referred to herein as the Term).
Questionnaire Representations . Vendor represents and warrants that Vendor has truthfully and accurately completed the Vendor questionnaire (Questionnaire) provided to it by Company. If at any time during the Term, the information contained in the Questionnaire becomes out of date, incorrect or incomplete, Vendor shall promptly provide a revised Questionnaire to the Company.
No Fee Splitting Regulations . Vender represents and warrants to Company that Vendor is not subject to any fee splitting restrictions, fee splitting regulations or any restrictions relating to payment of commissions for lead generation. If Vendor is subject to any such restrictions or regulations, Vender shall not enter into this Agreement.
Throughout the term of this Agreement, Company may provide leads ( Leads ) to Vendor. Vendor agrees that for any Lead that results in payment (in any form) to Vendor or any of its affiliates (a Lead Sale) the Vendor shall pay a percentage of such Lead Sale to Company (Lead Sale Commission), which shall be determined at a later date.
Except as otherwise set forth herein, Lead Sale Commissions shall be paid to the Company within five (5) days of the applicable Lead Sale.
Company not Responsible for Payments . Under no circumstance shall Vendor look to the Company for payment for any services offered to Leads or attempt to collect any amounts from the Company which any Lead may be required to pay to Vendor.
Indemnification . Vendor agrees to indemnify, defend and hold harmless the Company, its employees, agents, officers and directors, from and against any and all fines, suits, claims, liabilities, costs or expenses, losses and actions of whatever kind or nature, including attorneys' fees and costs, arising from any negligent, willful or wrongful misconduct, knowing misrepresentation or breach of this Agreement by Vendor, its agents, officers, directors, or employees. Additionally, Vendor agrees to indemnify, defend and hold harmless, the Company, its employees, agents, officers and directors, from and against any and all fines, suits, claims, liabilities, costs or expenses, losses and actions of whatever kind or nature, including attorney's fees and costs, arising from any services provided by Vendor.
Amendments . This Agreement constitutes and represents the entire agreement between the parties hereto and supersedes any prior understandings or agreements, written or oral, respecting the subject matter herein. This Agreement may only be amended by an agreement in writing executed by the parties hereto. Vendor shall not assign any of its rights or obligations under this Agreement without the prior written consent of the Company. The relationship between the parties hereto shall be solely as set forth herein and neither party shall be deemed the employee, agent, partner or joint venturer of the other.
Disclosure of Service Issues . If a Lead comes to Vendor with an issue regarding the service provided by Vendor, Vendor will promptly inform Company of such issue; however, the Company shall have no liability or responsibility for services provided by Vendor.
Restrictive Covenants .
Non-Competition . Vendor agrees that it will not, directly or indirectly, during the Term and for two (2) years after the end of the Term, compete with, or Participate In (as defined below), any business or venture within Southern Florida (as defined below) which engages in the Company's Business or is otherwise in competition with the Company. Participate In a business shall mean to directly or indirectly, for one's own benefit or for, with, or through any other person or entity, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, manager, employee, partner, consultant, agent, distributor, sales representative, independent contractor, or otherwise with, or acquiesce in the use of his name in, such business. Southern Florida shall mean Miami-Dade, Broward, and Palm Beach Counties located in Florida. If any restriction contained in this Section 9 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.
Non-Solicitation . Vendor agrees that it will not, directly or indirectly, during the Term and for one (1) year after the end of the Term, on its own behalf or in the service of or on behalf of others, (i) solicit, divert or hire away, any person employed by or working for the Company, or any of its affiliates, whether or not such person is a full time employee, temporary employee or independent contractor of the Company, and whether or not such employment or service was pursuant to written agreement; or (ii) solicit, divert or appropriate any client or customer of Company.
Non-Disparagement . Vendor agrees that it will not, directly or indirectly, on his own behalf or in the service of or on behalf of others, publish, circulate, utter or disseminate, or cause to be published, circulated, uttered or disseminated, in any manner or by any means whatsoever, to any person or entity, any statements, comments or material whatsoever, which could or would, in any manner whatsoever, either reflect unfavorably upon the reputation of the Company, or harm, damage or impair the business or operations of the Company.
Non-Circumvent . Vendor agrees to not take any steps or actions intended to circumvent the purpose of this Agreement unless permitted in writing by the Company.
Injunction . Vendor recognizes that Company's remedy at law for any breach of the provisions of Sections 8 and 9 of this Agreement will be inadequate and, accordingly, Vendor agrees that in addition to such other rights and remedies that may be available to the Company, in law or in equity, any court of competent jurisdiction may enjoin, without the necessity of requiring proof of actual damages or the posting of any bond or other security, any actual or threatened breach of the provisions of any of such Sections (whether during or after the Term).
Disclaimer; Limitation of Liability . COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION: AGAINST INFRINGEMENT; SATISFACTORY QUALITY; MERCHANTABILITY; AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES OR PENALTIES OR LOSS TO YOU OR ANY THIRD PARTY (DIRECT OR OTHERWISE), REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $200.
Attorney's Fees . In any proceeding brought to enforce or determine any rights and/or obligations under this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs and other expenses incurred therein from the non-prevailing party in addition to any other relief to which the prevailing party may be entitled.
Jurisdiction and Venue . This Agreement is governed by Florida law without regard to its conflict of laws rules. The parties irrevocably submit to venue and personal jurisdiction in the federal and state courts in Broward County, Florida for any dispute arising out of or related to this Agreement.
No Waiver and Severability . The Company's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision hereunder is found to be unenforceable, such provision shall be modified to the extent necessary to make such provision enforceable. The remaining provisions will continue in full effect.
Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
Waiver . No waiver by either party of any provision of this Agreement shall be deemed to be a waiver of any other provision hereof or of any subsequent breach by of the same, or any other provision or the enforcement thereof.
WAIVER OF JURY TRIAL . THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
This Web site is offered to you, conditioned on your acceptance without modification, of the following terms, conditions, and notices contained in this agreement (the "Terms and Conditions"). Your use of this Web site constitutes your agreement to all such terms, conditions, and notices in effect at such time. If you have any questions regarding these Terms & Conditions, you may contact us at www.EVERYLITTLEBITHELPSLLC.com . We may amend these Terms & Conditions at any time; changes or amendments will be posted at the bottom of this page for public view and be considered upon such posting.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITIATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMANGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS UNDER THE HEADING LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.