AGREEMENT OF THE PARTIES

 

THIS DISTRIBUTOR AGREEMENT (this “Agreement”) will be considered active once an online signup for a Distributorship has occured. Go-Mode Tracker (hereafter “Company”) and the person or organization signing up to be a distributor (hereafter “Distributor”) agree to all points listed below.

 

1. APPOINTMENT, ACCEPTANCE & SCOPE.

a. Appointment. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the right to sell and distribute the Products to customers located in the Territory and to render other services as a distributor for Company as set forth herein. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. 
b. Territory. The rights granted Distributor here under are granted for the following geographical areas and markets: The United States.
c. Products. The Products manufactured and sold by Company to Distributor for distribution are as follows: The Go-Mode Tracker Web-based App & Program.

d. Relationship of Parties. Distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of Company for any purpose. Distributor acknowledges that Company has not granted it any authority to make changes to Company's terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties. Distributor assumes full responsibility for all deals and agreements he/she enters into with 3rd parties.

 

 

2. ORDERS, PRICE, TERMS OF SALE & PAYMENT.

a. Prices and Billing. Company agrees to sell, and Distributor agrees to purchase and pay for all Trackers in Open status on a monthly basis.

b. A  one-time Registration and Training fee of $75.00.

b. Prices for Distributor are: The fee to be an active Distributor is $14.99 per month and $.50 per month per for each operational Tracker that is made accessible by the Company.
c. All Trackers in "Open" status on the First day of a given month will incur the $.50 monthly charge which will be due the Company from the Distributor. 

d. Trackers in "Closed" and "Hold" status will not incur any fee or charge from Company

e. Terminating Operational Trackers: Distributor is responsible for notifying Company when Trackers are to be removed from "open" status and placed into "hold" or "closed" status.

f. Payment: Distributor shall pay Company the Monthly Distributorship Fee by automatic billing through a credit card each month. Individual Tracker Fees will be billed monthly and payable by the 15th of each month.

 

3. RESPONSIBILITIES OF DISTRIBUTOR.

Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. In addition, Distributor agrees to:

a. Engage in the highest ethical standards possible with clients it sells or makes available to any components of the Go-Mode Tracker Web-based App or its accompanying program.

b. Pay all funds due Company in a timely manner.

c. Represent all Go-Mode products in professional manner.

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4. RESPONSIBILITIES OF COMPANY.

In addition to any other responsibilities stated in this Agreement, Company will:
a. Provide accurate information to Distributor in reference to technical issues affecting the operation of the various Trackers in operation.
b. Provide sales support and technical training to Distributor and its personnel as deemed reasonably appropriate by Company.

c. Ensure that access to the online Trackers remains as consistent as possible and should a disruption occur Company will make all reasonable efforts to remedy as quickly as possible.

 

5. DURATION & TERMINATION.

a. Effective Date and Duration. This Agreement shall become effective on the date of online signup and shall continue in effect until cancelled by either the Company or Distributor.

b. Distributor Termination. Distributor may cancel this Agreement provided they give 30 days’ written notice and are current with all fees due to Company. Upon termination of the Agreement access to all Trackers affiliated with Distributor will be put into "closed" status or may be retained by Company. Any deposits due Distributor will be returned within 10 working days.

c. Company Termination. Company may terminate this Agreement with 60 days’ notice.   

d. Should Distributor be over 30 days late with payment of either the Monthly Distributorship or Individual Tracker Fees, the Agreement will automatically be voided and Company will have the option to retain Security Deposit and put all Trackers list under Distributor into "Closed" status.

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6. LIMITATION OF LIABILITY.

a. Limitation of Liability. Company agrees to provide access to Trackers for Distributor's clients. Distributor agrees to free Company from liability to any and all issues related to; 1) Distributors use of the Trackers 2) Its interactions with clients 3) Any results or issues that may result from clients of the Distributors use of the Trackers.

 

7. EXTENDED LIABILITY.

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Company which exceeds Company's ability to supply them, failure to secure materials or equipment from usual sources of supply, server issues, government rules, regulations or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.