LIVE TRANSFER AGREEMENT
THIS AGREEMENT (the “Agreement”) is made on date noted above by and between Contact Name Stated above of Company stated above ("Publisher” ) and Online Lead Exchange a division of, Xanadu Leads Inc. A Michigan Corporation having its main offices located at 956 3 Mile Road NW, Grand Rapids, MI 49544 (“Network”).
WHEREAS, Publishers desires to provide Live Transfers (further described below), and Network desires to accept Live Transfers subject to the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereto both acknowledge, Publisher and Network hereby agree as follows:
1. Live Transfer: The term “Live Transfer” shall mean a phone call from a potential customer provided to a third-party advertiser (“Advertiser”) via the phone number provided to Publisher by Network.
- Transfer Phone Number: Publisher shall receive, from Network, a phone number to which Live Transfers are to be made. Publisher agrees to correct any and all quality issues associated with any individual transfer number, brought to Publisher’s attention by Network within fourth-eight (48) hours of receiving notice of the issue from Network. Caps may be raised or lowered at any time and Network is responsible for informing Publisher within 24 hours of any caps or changes being made to the Live Transfer Campaign. In the event of extensive quality issues, Publishers Live Transfer number can be deactivated and paused at any time.
Payments: Network agrees to pay to Publisher all amounts due in accordance with the terms as set forth in the applicable Insertion Order (“IO”). Publisher agrees that it shall be responsible for any charge backs made against Network’s merchant account for Live Transfer provided. In the event that the Network does not receive payment from Advertiser, no payment can be disbursed to Publisher
Third Party Advertiser: Publisher acknowledges that Network is providing Publisher with continual access to third party Advertiser(s) who are seeking Live Transfers. Publisher acknowledges and agrees that such Advertiser(s) are not employees of Network.
Term and Termination: This Agreement shall commence on the date first written above and shall remain in effect during the term set forth in any and all accompanying IO’s, provided that either party may terminate this Agreement upon three (3) business days prior written notice. Prior written notice shall include email communication. Such termination shall not relieve either party of its obligation to pay any amounts otherwise due and owing under this Agreement or any accompanying IO.
- Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR ANY ACCOMPANYING INSERTION ORDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT AND/OR ANY ACCOMPANYING INSERTION ORDER EXCEED THE AMOUNTS PAID TO BY THAT PARTY DURING THE THREE MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION.
- Indemnification: Publisher shall at its own expense indemnify and hold harmless Network, its affiliates, subsidiaries, successors, assigns, officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorney’s fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement and any and all accompanying IO’s, or (b) the gross negligence or willful misconduct of Publisher and/or any Advertiser(s). Publisher agrees to cooperate at all times regarding any legal or threatened legal action by providing any and all information related to the matter then at hand, upon request from Network.
- Independent Contractor: Publisher acknowledges that Network is an independent contractor and under no circumstances will the employees of one party be deemed the employees of the other. This Agreement does not grant authority for either party to act for the other in an agency or other capacity, or to make commitments of any kind for the account of or on the behalf of the other and does not convey to either party any property interest in the corporate name, trademarks, or goods of the other.
Assignment: Publisher shall not assign any of its rights under this Agreement or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Network.
10. Notices: Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by facsimile and/or email before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
Online Lead Exchange
956 3 Mile Road NW
Grand Rapids, MI 49544
- Governing Law: This Agreement and any and all accompanying IO’s shall be construed in accordance with and governed by the laws of the United States and the State of Michigan, without regard to its conflict of law provisions and any and all claims, causes of action and/or disputes, arising out of or relating to this Agreement and any and all accompanying IO’s. Publisher hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts having jurisdiction within the County of Kent, State of Michigan, or the U.S. District Court located in said state. Publisher agree to waive any and all objections to the exercise of jurisdiction over it by such courts and to venue in such courts.
Severability: If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
13. Entire Agreement; Amendment: This Agreement and any and all accompanying Insertion Orders are the entire, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by both parties.
14. Waiver: The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
15. Captions: The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.
ACCORDINGLY, Publisher and Network have executed this Agreement as of the date first written above and agree to all terms and statements made herein. Each warrant that it has full power and authority to enter into this Agreement and that the execution, delivery and performance by each party to this Agreement will not violate any law, statute or other governmental regulations. Both Publisher and Network covenant that the signing of this Agreement in no way violates any other agreement that either may have with any other entities.
COMPENSATION DETAILS :
Network shall pay Publisher $10 per 120 second buffer and will be payable on Weekly Net 14 pay terms.