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Terms and Conditions: Membership Agreement
THIS SALES AGREEMENT (the "Agreement") dated Jul 29th 20BETWEEN:
Amplified Brand Management LLC of 2803 Bloomingdale Ave (the 'Seller') OF THE FIRST PART - AND - of (the 'Buyer') OF THE SECOND PART IN CONSIDERATION OF THE COVENANTS and agreements contained in this Membership Agreement the parties to this Agreement agree as follows:
Sale of Leads
1. The Seller will sell, transfer and deliver to the Buyer the following goods on or before (the 'Goods'): 1 Year Membership to Accident Network
2. The Buyer will accept the Goods and pay for the Goods for their selected membership tier (the "Purchase Price"), paid by Credit or Debit as required in clause 4 of this Agreement.
3. The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
4. The Purchase Price will be paid in accordance with the following agreed upon milestone events:
• Lead Cost Per week
• Yearly Membership Fee (auto Renew)
5. Notwithstanding anything to the contrary in this Agreement, if the Buyer defaults in the performance of any obligation under this Agreement, then the Seller may declare the membership Canceled, or suspended until paid in full.
Delivery of Goods
6. The Web Based Software, which will be licensed for there use only upon meeting back ground check and company qualification.
Risk of Loss
7. The Buyer will maintain proper license, and insurance throughout membership making Amplified Brand Management LLC Additionally insured. Failure to maintain this will result in suspension of membership.
8. THE leads ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the leads.
9. The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.
10. Title to the lead will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document invoice Sale of the Goods, bearing any necessary endorsement, to the Buyer.
11. The Seller retains a security interest in the lead until job is done in full.
12. Inspection will be made Yearly of company.
13. The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Lead and a waiver by the Buyer of all claims with respect to the Lead.
Excuse for Delay or Failure to Perform
14. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.
15. The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.
16. The Seller reserves the right to cancel this Agreement:
a. if the Buyer fails to pay for any leads when due; b. in the event of the Buyer's insolvency or 3 negative reviews ; or c. if the Seller deems that its prospect of ethical violations in work being done.
17. Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:
SELLER: Amplified Brand Management LLC of 2803 Bloomingdale Ave
Mediation and Arbitration
18. If any dispute relating to this Agreement between the Seller and the Buyer is not resolved through informal discussion within 14 days from the date a dispute arises, the parties agree to submit the issue first before a non-binding mediator and to an arbitrator in the event that mediation fails. The decision of the arbitrator will be binding on the parties. Any mediator or arbitrator must be a neutral party acceptable to both the Seller and the Buyer. The cost of any meditations or arbitration will be paid by the Buyer.
19. Company must maintain a 3.5 star or higher rating to be part of the membership.
20. Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
21. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
22. Either party to this Agreement may assign its rights under this Agreement, but the assignment will not change the duty of either party, increase the burden or risk involved, or impair the chances of obtaining the performance of the Agreement. However, no obligation for performance imposed on either party by this Agreement may be delegated to any other person without the prior written consent of the other party. Each party has a substantial interest in having the other party perform or control the acts required by this Agreement.
23. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
24. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, including the Florida Uniform Commercial Code and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the State of Florida
25. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Florida on the date of execution of this Agreement.
26. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
27. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.
28. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
29. Time is of the essence in this Agreement.
30. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.