VENDOR SERVICES AGREEMENT
Agreement entered into the day you become a vendor between Memberfyi and (“Vendor”).
In consideration of the mutual covenants, terms, and conditions herein contained, the parties agree as follows:
This Agreement is binding on the parties upon when you purchase a Bronze,Gold or Platinum package
- Extension of Term. The term may be extended or renewed for an additional term (“Renewal Term”) only by written agreement of the parties. If the term of the Agreement expires without being formally renewed or extended, both parties may continue to perform as set forth in this Agreement on a month-to-month basis until terminated by either party with thirty (30) days prior written notice.
- Termination for Convenience Memberfyi may terminate this agreement, (in whole or in part), without penalty, at any time by giving the vendor notice of the termination at least thirty (30) days prior to the termination date specified in the notice.
- Vendor Termination Vendor may terminate this agreement by giving notice to Client if Client fails to pay undisputed Fees for a period of three (3) months or more and fails to make such payment within thirty (30) days after being given notice of such failure.
- TRANSLATION We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Memberfyi, and any inconsistencies among the different versions will be resolved in favor of the English version.
- Advertising Memberfyi and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
Memberfyi displays Vendor business listing information and matches requests (leads) from potential customers (“Buyers”) with Vendors listed in the Vendor directory and which may be able to meet the needs of the Buyer.
- Memberfyi is not involved in the actual transaction between end Buyer and Vendor. Consequently, Memberfyi cannot ensure a transaction between any Buyer and Vendor will occur between the two parties.
- Further, if a transaction does occur, we have no control over the quality, safety or legality of the item or services sold or rendered. Memberfyi.com is a merely a venue for Vendor to receive requests from interested Buyers. Vendor understands Memberfyi does not guarantee sales or results. Vendor may receive any number of requests, clicks, or calls, a day, or may receive zero requests, clicks, and calls for products or services on any given day.
- Vendor agrees to assume all responsibility and liability for Vendor use of, any transactions or communications Vendor initiates either with a Buyer or a Seller, or any claims that may result there from.
- Memberfyi makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third party materials, products, and services or any other materials, products, and services which such third party materials, products and services may access.
- Memberfyi expressly disclaims responsibility and liability for all third party provided materials, products, and services accessed.
- REGISTRATION OBLIGATIONS.
Vendor agrees to provide true, accurate, current and complete information about Vendor and its business as prompted by the Memberfyi registration process. If Vendor or buyer does not, Memberfyi has the right to deny, suspend or terminate Vendor service.
- The email address used to register with Memberfyi must be distinct and refer to Vendor.
- Vendor will receive an email, usually within three (3) business days, notifying Vendor whether or not Vendor registration has been approved.
- Vendors are responsible for monthly membership fees.
- BUSINESS CONDUCT.
Vendor agrees not to use third party automatic response mechanisms containing a standard message and/or a link to another website. Vendor also agree to abide by, and conform Vendor use of information Vendor obtains from or about Buyers through the Service. Further, Vendor agrees to not use Memberfyi to:
- violate of local, state, national, or international laws;
- infringe on the intellectual property rights of others or on the privacy or publicity rights of others;
- transmit, post, or reply to a posting on Memberfyi.com, or make available any information, data, text, files, links, software, chat, communication, or any other materials that are unlawful, harmful, threatening, abusive, invasive of another’s privacy, harassing, defamatory, slanderous, vulgar, obscene, hateful, racist, embarrassing or otherwise objectionable to any other person or entity.
- transmit, post or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “Spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- impersonate any person or entity or falsely state or otherwise misrepresent Vendor affiliation with a person or entity;
- post improper responses;
- stalk or otherwise harass another;
- distribute viruses, corrupted files, Trojan horses, or any other similar software or programs that may damage or interfere with the operation of another’s computer or telecommunications equipment or utilize the resources of another’s computer or telecommunications equipment without such party’s express permission;
- collect or store personal data about others;
Memberfyi is not involved in the actual transaction between Buyer and Vendor, or in the verification of information provided by Buyer about Vendor, in a review or otherwise. In the event Vendor has a dispute or claim, for any reason or for any cause, Vendor release Memberfyi, and its officers, directors, agents, and employees form claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- If the customers bought any product from vendors, they must dispute their concern with vendors from whom they are purchasing.
- UPGRADES, SUPPORT AND NOTICES.
From time to time, Memberfyi may, and retains the right to, send Vendor information and offers about upgrades, documentation and other services offered. Notwithstanding the foregoing, under no circumstances will Memberfyi or any of its Partners have any obligation to provide Vendor with upgrades, enhancements, modifications, or support for the Services or Sites.
- SUGGESTIONS AND IMPROVEMENTS By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Memberfyi and its users any claims and assertions of any moral rights contained in such Feedback.
- REPRESENTATIONS AND WARRANTIES.
Vendor represents and warrants that
- Vendor is authorized to enter into this Agreement, either on behalf of Vendor or on behalf of the business Vendor represents, and fulfill and perform the obligations of the Vendor specified herein; and
- Vendor has all required permits, licenses, and other governmental authorizations and approvals to use Memberfyi.com.
- Amendment of contract:
- This Agreement may not be revised, modified, supplemented or dissolve unless by written agreements between the Parties signed by the authorize representatives.
- Any changes to these will be the subject of a written amendment signed by both parties.
- Term and Termination:
- This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner by, until the Completion Date.
- Either Party may terminate this Agreement upon notice in writing if:
- The other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or
- voluntary arrangement is approved, a bankruptcy or an administration order is made, or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
- Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE MEMBERFYI ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
This Agreement shall be signed by _________ and by______________ of ____________.