Preferred Vendor Agreement
Revision Date: 02/10/2016
You agree to the following terms and conditions (this “Agreement”) governing the relationship between Star Chapter, LLC, a Maryland limited liability company (“Company”) and you or the legal entity you represent (“Preferred Vendor”). This Agreement takes effect when you sign a Preferred Vendor Agreement, or click an “I Accept” or a similar button or check box presented with these terms and conditions. In addition to meeting the Preferred Vendors Program (“Program”) eligibility criteria described at www.starchapter.com/preferredvendors and Company’s approval to join the Program, you represent to Company that you are lawfully able to enter into contracts and if you are entering into this Agreement on behalf of an entity, you represent to Company that you have legal authority to bind that entity.
NOW THEREFORE, in consideration of the premises hereof and the mutual covenants and conditions hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Benefits. The Preferred Vendor, in the sole and absolute discretion of the Company, will provide the benefits listed on the Program’s webpage on the Company’s website at starchapter.com/PreferredVendors, provided however that the Company shall have the right to limit, modify, amend or terminate any of the benefits that may be available under the Preferred Vendor Program at any time and at the Company’s sole and absolute discretion.
2. Referral or Acceptance Obligations. The Company desires for Preferred Vendor to refer to the Company potential customers for Company’s online software business. The terms and conditions by which the Company will pay fees for the referral of customers are set forth on Company’s website at starchapter.com/Referrals. This Agreement does not obligate the Company to accept, render services to, or enter into any other business relationship with, any party referred to Company by Preferred Vendor. The Company shall have the sole and absolute discretion whether or not to accept or otherwise do business with any party referred to Company by Preferred Vendor, and Company shall have no liability to Preferred Vendor on account of Company’s decision to reject or not do business with such party referred by Preferred Vendor. The Company and Preferred Vendor hereby acknowledge and agree that the arrangement set forth in this Agreement is a non-exclusive arrangement, and that either party may make or receive referrals from or to other third parties.
3. Termination. Either party may terminate this Agreement at any time without penalty after written notice to the other party.
4. No Agency or Authority. This Agreement shall not confer any rights or duties upon Preferred Vendor to act as the Company’s agent, and the Preferred Vendor shall have no right to make any representations, warranties, covenants or agreements on the Company’s behalf on account of this relationship or otherwise. In furtherance of the foregoing sentence, the Preferred Vendor hereby acknowledges and agrees that it shall have no right or authority to invoice, collect payments, contract for services or take any other actions on behalf of the Company with respect to potential customers and customers of the Company or otherwise. This Agreement shall not be deemed to constitute the parties hereto as partners, joint venturers, nor shall either party hereto be deemed to be an agent of any nature, kind and description whatsoever of the other. Preferred Vendor shall not use Company’s trademarks, service marks or logos without the prior written consent of Company, which consent may be granted or denied in the sole and absolute discretion of Company.
5. Miscellaneous.
5.1 Scope of Agreement. This Agreement is intended by the parties hereto to be the final expression of their agreement, and it constitutes the full and entire understanding between the parties with respect to the subject hereof, notwithstanding any representations, statements, or agreements to the contrary heretofore made.
5.2 Modification to Terms. Company reserves the right to modify this Agreement and the Preferred Vendor Program, effective upon posting of an updated version of this Agreement and the Preferred Vendor Program on the Company’s website. Preferred Vendor is responsible for regularly reviewing this Agreement. In the event any such modifications decrease Preferred Vendor’s rights or increase Preferred Vendor’s obligations under this Agreement, such changes shall only become effective upon the expiration of 30-days’ notice to Preferred Vendor, during which notice period, Preferred Vendor shall have the right to terminate this Agreement in writing effective immediately. Continued participation in the Program after any such changes shall constitute Preferred Vendor’s consent to such changes. Notice advising Preferred Vendor of changes and modifications to this Agreement can be in the form of email to the Preferred Vendor.
5.3 Separability. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions in this Agreement are determined to be invalid or contrary to any existing or future law, that invalidity shall not impair the operation of this Agreement or affect those portions of this Agreement which are valid.
5.4 Governing Law. This Agreement shall be governed, enforced, performed and construed in accordance with the laws of the State of Maryland, without reference to principles of conflicts of law.
5.5 Assignment. Preferred Vendor may not assign their rights and responsibilities under this Agreement without advance written consent from Company.
5.6 Terms and Conditions. Preferred Vendor acknowledges that they have previously agreed to the Terms and Conditions gonverning the use of the Company’s software and services.
