Lead Vendor Agreement

Please read this Lead Vendor Agreement (“Agreement”) carefully before accessing or using this Website TML Business.com (“the Site”) or sending any attachments containing “leads” or data to TML Business. TML Business  is owned and operated by Technovators Marketing Limited. This Lead Vendor Agreement is intended to be a binding contract between the person and/or company (hereinafter, “Vendor”) and Technovators, located at 49, Dundonald Street, Port of Spain, Trinidad.

Please read this agreement carefully. Checking the checkbox next to ‘I agree’ during online vendor account signup process to signify your agreement to the terms of this lead vendor agreement and/or delivery of leads to Technovators indicates your agreement and affirms you are authorized to approve this transaction on behalf of the company that you represent.

RECITALS

WHEREAS, Technovators, among other things, is an aggregator of business leads information, and

WHEREAS, the parties wish to establish a business relationship pursuant to which VENDOR distributes its business leads information  to Technovators in exchange for a fee paid to VENDOR by Technovators.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises contained herein, including those contained in Exhibits A & B attached hereto and incorporated herein by this reference, and other valuable consideration, the sufficiency of which is hereby acknowledged and subject to the terms and conditions hereof; the parties hereto agree as follows:

  1. Definitions. For the purposes of this Agreement, the terms set forth below shall have the following meanings:

1.1.     “Direct Posting” shall mean the transfer of Leads in real-time from VENDOR  to Technovators.

1.2.     “Lead” or “Leads” shall mean a data file containing lead information and contact information submitted by a user over the age of 18, submitted via the internet directly or other means.

1.3.     “Lead File” shall mean a digital file, real-time posted Lead.

1.4.     “Lead Upload Web Site” shall mean theTML Business web site where VENDOR shall upload the Lead File.

1.5.     “Valid Lead” shall mean a Lead(s); that were lawfully obtained by VENDOR in compliance with the current laws..

Lead(s) are not considered valid if any of the following is present: Lead(s) are generated in breach of any term of this Agreement; Lead does not contain all of the criteria set forth

In this Agreement. Lead(s) may not be exclusively sold to Technovators unless otherwise stipulated in the VENDOR’s invoice to Technovators as being sold as non exclusive.

A Lead is not considered valid if: the Lead is from an underage applicant; contains incomplete information in the lead(s); lead(s) data is outside of contracted criteria; Lead(s) is a duplicate of a lead already in the Technovators database; or Lead(s) contains bogus names or contact data.

1.5.1   Only Valid Leads, as determined by Technovators according to the terms of this Agreement, shall be eligible for compensation.  Leads originally considered valid under Section 1.5 above and later discovered to be invalid as a result of intentional or negligent acts by VENDOR or VENDOR’S affiliate to mask or otherwise hide the true nature of the Lead(s) delivered and paid for from Technovators, shall be retroactively characterized as invalid and in addition to all other remedies afforded by this Agreement, an immediate refund of any and all compensation paid by Technovators to VENDOR shall be made by VENDOR directly or through a deduction form a subsequent payment by Technovators to VENDOR as set forth in Section 3 of this Agreement.  All disputes by VENDOR to any determination of invalidity must be in writing and include documented proof of the validity of the lead data within three (3) business days of the determination the Lead(s) was invalid.

1.6      “VENDOR Website” shall mean any website owned and operated by a VENDOR  used to obtain Leads from consumers.

1.7      “Affiliate Website” shall mean any website used to obtain leads data from consumers that is owned, operated or used by an affiliate of VENDOR for the purpose of supplying leads to VENDOR.

  1. Purchase of Leads and Validation of Leads. Technovators agrees to purchase Leads from you according to the terms of this Agreement. The number, date, time and type of Lead(s) purchased from you shall be within the sole discretion of Technovators and will vary. The number of leads purchased at any given date or time during the term of this Agreement will vary depending upon market demand, quality, Lead criteria and other limiting factors, regardless of the volume of leads you are offering.  Technovators does not guarantee we will purchase a minimum or maximum number of Leads or that we will purchase leads on a given date or at a given time being offered by you, with the exception of your daily/weekly order provided in writing (email) to VENDOR by Technovators.  For all Leads being provided by you, you agree as follows:

2.1.     Lead Delivery and Format.  VENDOR shall provide properly formatted Lead to Technovators via real-time direct Posting, excel batch sent via email, or direct to site linking.  Technovators shall put VENDOR’S leads through a variety of quality assurance tests to determine age and exclusivity and overall quality of the leads. Technovators will consult with VENDOR to cure quality issues, but shall retain the right to immediately terminate the agreement upon delivery of written (e-mail) notice.  Technovators will provide VENDOR with proper documentation and technical specifications explaining the Direct Posting process. If leads are delivered by excel batch then leads are to be emailed to admin@tmlbusiness.com.

2.2.     Exclusivity.  Leads shall not be provided by VENDOR to any other third party, unless as specifically stipulated in the VENDOR’s invoice to Technovators. If Technovators discovers that VENDOR has sold leads more times than they were allowed to pursuant to the terms of this Agreement, Technovators may terminate this Agreement in accordance with Section 4.2.3.1 below.

2.3.     Lead Validation.  Each Lead shall be put through a validation process whereby Technovators shall solely determine if a Lead is a Valid Lead. Leads that are not Valid Leads will be identified and rejected by Technovators.  VENDOR has the right and obligation to receive invalidated Leads within 24 hours of their rejection

2.4     Volume Limits. Technovators, in our sole discretion, shall determine the lead volume required from VENDOR each business day. Technovators reserves the right to limit the lead volume received from VENDOR each day at any time during the term of this Agreement Technovators shall provide at least twenty-four (24) hours notice to VENDOR prior to the effective date of any such change.

  1. Payment, Reporting and Billing.

3.1.     Reporting.  Technovators shall provide reports to VENDOR if requested detailing the total number of Leads received from VENDOR and the total number of Valid Leads accepted. Invalidated leads will be sent to you in a report telling you why each invalid lead has been rejected.

3.2.     Payment.  In full consideration for the Valid Leads provided hereunder, Technovators shall pay VENDOR  an amount agreed  per Valid Lead taking into account the value of the Lead and the amount Lead Buyers are willing to pay. The VENDOR shall not be entitled to receive compensation for Leads that do not qualify as Valid Leads in accordance with Section 1.5 and 2.3.

3.3.     Invoices and Payment Terms.  Following the end of each business week (defined as Monday 12:01 a.m. through Friday at 12:00 midnight), the VENDOR shall send an invoice for the payment amount of the Weekly Total Valid Leads electronically to admin@tmlbusiness.com

TECHNOVATORS shall provide payment to VENDOR via check or wire. The cost of wire transfers may be deducted from the amount due after receipt of an invoice containing in reasonable detail the Weekly Total Valid Leads in compliance with the terms of this Agreement. Payments will be made each week no later than five (5) business days following receipt of VENDOR’S invoice or at the end of each billing week, whichever is later. Pursuant to section 1.5.1 of this Agreement, Leads paid as “Valid” during the previous week subsequently determined to be “Invalid” will be deducted from the current week payment.

  1. Term and Termination.

4.1.     Term. This Agreement shall become effective on the Effective Date and shall remain in force for a period of thirty (30) days unless otherwise terminated as provided herein. The Agreement shall then renew automatically for additional thirty (30) day terms until terminated by either party in accordance with Section 4.2 below.

4.2.     Termination.

4.2.1.  Termination without Cause.  Technovators reserves the right to terminate this Agreement, with or without cause, by providing VENDOR with One Business (1) days advance notice. VENDOR may terminate this Agreement, with or without cause, by providing Technovators with five business (5) days advance notice.

4.2.2.  Termination with Cause.  Either party (the “Terminating Party”) may, upon written notice to the other party (the “Defaulting Party”), immediately terminate this Agreement upon the occurrence of any of the following events, the giving of applicable notices and the expiration of any applicable period of cure: (i) the failure of the Defaulting Party to pay any sums due to the Terminating Party hereunder and the expiration of fourteen (14) days from receipt of notice of such failure from the Terminating Party without cure; (ii) the bankruptcy, insolvency or receivership of the Defaulting Party, or a general assignment by the Defaulting Party for the benefit of its creditors, and the expiration of two (2) days from the inception of such an action without cure; (iii) the dissolution, liquidation or discontinuance of business operations by the Defaulting Party; or (iv) the failure of the Defaulting Party to remedy its material breach or material default under the terms and provisions of this Agreement, other than a failure to pay any sums due hereunder, and the expiration of two (2) days from the date notice is received of such failure from the Terminating Party, specifying in detail the nature of such material breach or default, without cure.

4.2.3.  Special Termination by Technovators.

4.2.3.1.           Non-Exclusivity.  If Technovators determines, in its sole discretion, that VENDOR has provided Leads subject to this Agreement to any other third party more times than they were allowed to, Technovators may terminate this Agreement immediately, without opportunity for VENDOR to cure.

4.2.3.3 Consumer Complaints.  If Technovators receives a complaint(s) from a consumer or an agent of consumers or from state or government law officials regarding Technovators’ or any purchaser of the Lead(s) from Technovators that Technovators, in its sole discretion, determines to be with merit, TECHNOVATORS may terminate this Agreement immediately, without opportunity for VENDOR to cure.

4.2.3.4 Poor Quality/High Return Rate. If Technovators receives above average number of Leads from VENDOR that require data correction or if Technovators experiences an above average Lead return rate from it’s customers as compared to other VENDORS, Technovators may terminate this Agreement immediately, without opportunity for VENDOR to cure.

4.2.3.5 Evidence of SPAM/DNC violations:  If Technovators receives verified information that the Leads being provided to us by VENDOR are generated through illegal activity, Technovators will terminate this Agreement immediately, without opportunity for VENDOR to cure and without waiver of any legal remedy Technovators may have.

4.2.3.6 Incentivised or Telemarketed Leads:  If Technovators receives verified information that a Lead or Leads being provided to us by VENDOR, are generated through telemarketing conducted by VENDOR or an affiliate of VENDOR (except in cases where Technovators specifically ordered telemarketed or live transfer leads) or are being generated by incentivised offers, free offers, cash, gifts, or contests, regardless of the source, Technovators will terminate this Agreement immediately, without opportunity for VENDOR to cure and without waiver of any legal remedy Technovators may have. All leads supplied during that billing week shall be considered invalid.

  1. Warranties and Representations.

5.1.     General.  Each party hereto represents and warrants to the other that it is authorized to enter into this Agreement and that the execution and delivery hereof and performance of its respective obligations hereunder do not violate any other agreement to which it is a party; and that its conduct in performing its obligations under this Agreement, including its contract and business dealings with their affiliates, will conform to all applicable state, federal, and local laws, rules and regulations.

5.2      No Kickbacks. It is the parties’ intent that all payments for Valid Leads are for providing marketing information to Technovators, for which VENDOR will be paid a fee regardless of whether Technovators or Customers of Technovators originates. This compensation to VENDOR is not intended, nor shall it be construed, as a fee or “kickback” for the marketing information provided to Technovators. In addition, VENDOR warrants and represents that its sole compensation for its services are fixed payment per valid Lead and that VENDOR has not and will not give or accept any fee, kickback, or thing of value pursuant to any agreement or understanding, oral or otherwise, related to the marketing information provided to Technovators .

  1. Indemnification. Each party hereby agrees to defend, indemnify, and hold the other party and its officers, directors, shareholders, agents, employees successors, and assigns harmless from and against any and all claims, demands, liabilities, losses, damages, actions, judgments and expenses, including reasonable fees and expenses of attorneys, paralegals and other professionals (the “Claims”), arising out of, or related to any breach of either party’s representations or warranties hereunder. In addition, VENDOR hereby agrees to defend, indemnify, and hold Technovators’s officers, directors, shareholders, agents, employees, successors, and assigns harmless from and against any and all Claims arising out of, or related to any claims arising from VENDOR’S collection and provision of the Leads or the use of the Leads for the purposes described in this Agreement in violation of privacy, confidentiality or similar laws as set forth in section 5 of this Agreement or Technovators’ privacy policy. VENDOR shall pay all litigation costs (including the costs of any appellate bonds and investigation expenses), all reasonable attorneys’ fees, settlement payments and any and all damages awarded or resulting from any such claim, suit or proceeding; provided, however, that after receiving notice thereof, Technovators shall promptly advise VENDOR of such claim, suit or proceeding. VENDOR, where deemed appropriate in the sole discretion of Technovators, agrees to work in good faith with Technovators and/or directly with the consumer to resolve a dispute concerning a lead supplied by VENDOR to Technovators.  In addition to VENDOR being liable for all costs and expenses as herein stated, Technovators shall have an automatic offset against any fee owed by Technovators to VENDOR, to be applied immediately by Technovators at its sole discretion for any costs incurred by Technovators, in connection with any violation of this agreement by the VENDOR.
  1. EXCLUSION ON CERTAIN KINDS OF DAMAGES/LIMITATION OF LIABILITY. EXCEPT IN THE EVENT OF A BREACH OF SECTION 5 (WARRANTIES AND REPRESENTATIONS) AND 8 (“CONFIDENTIALITY”) OR A CLAIM UNDER SECTION 6 (“INDEMNIFICATION”), NEITHER PARTY SHALL BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY, OR FOR ANY LOST REVENUE, PROFIT, BUSINESS, DATA, PRIVACY, SECURITY, USE OR ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY AND PROBABILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, EXECPT FOR A BREACH BY TECHNOVATORS OF SECTION 8 OR A CLAIM BY VENDOR UNDER SECTION 6, IN NO EVENT SHALL TECHNOVATORS BE LIABLE TO VENDOR FOR AN AMOUNT IN EXCESS OF THE AMOUNTS ACTUALLY EARNED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT BY VENDOR UNDER SECTION 3.2. THESE EXCLUSIONS AND LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A BREACH OF SECTION 5 (WARRANTIES AND REPRESENTATIONS) TECHNOVATORS SHALL HAVE THE RIGHT TO PURSUE ANY AND ALL  LEGAL RIGHTS AND REMEDIES AGAINST VENDOR INCLUDING PUNITIVE DAMAGES UP TO AN AMOUNT EQUAL TO THREE TIMES THE ACTUAL OR CONSEQUESTIAL DAMAGES SUFFERED AS A DIRECT OR PROXIMAL RESULT OF THE BREACH
  2. Confidential Information. For the purposes of this Agreement, “Confidential Information” means information about the disclosing party’s (or its suppliers’) business or activities that is proprietary or confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as “confidential” or “proprietary” and information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential, but shall not include any Leads. Confidential Information also will not include information that (i) is in the public domain, (ii) enters the public domain without breach of this Agreement, (iii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iv) your identity as a source of a lead or leads to TECHNOVATORS, (v) your company name and contact information or (vi) any information the receiving party knew prior to receiving such information from the disclosing party or develops independently.

Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement, and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a Court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and, subject to the exceptions stated above, will not be disclosed without the written consent of the other party.

  1. General Provisions.

9.1.     Force Majeure.  Neither party shall be liable in any way for its failure to perform hereunder, other than its failure to pay any monies due and owing hereunder, if such failure is occasioned by any of the following: war; fire; flood; interruption of transportation; embargo; accident; explosion; governmental orders, regulations, restrictions, priorities or rationing; strike, lockout or other labour problems; or any cause beyond the reasonable control of the non-performing party provided, however, that the non-performing party shall make a good faith effort to perform.

9.2.     Entire Agreement; Amendment. This Agreement, including the Exhibits hereto, sets forth the entire agreement and understanding between the parties as to the subject matter of this Agreement, and supersedes any prior oral or written agreement between the parties on this subject, and neither of the parties shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement, other than as expressly provided for herein, or as duly set forth subsequent to the date hereof in writing and signed by duly authorized representatives of the party to be bound thereby. No amendment or modification to this Agreement shall be effective unless it is in writing and signed by both parties.

9.3.     Assignment.  Neither party may assign its rights nor may they assign its duties hereunder, without the prior, express written consent of the other party, which consent shall not be unreasonably withheld. Subject to the foregoing, the terms and conditions of this Agreement shall bind and inure to the parties’ successors and assigns.

9.4.     Notices.  Any notice or communication required by the terms and provisions of this Agreement shall be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, certified mail or registered mail (return receipt requested). Notices to Vendor shall be addressed to the address provided on the Website’s User Profile. Notices to Technovators shall be addressed to: TECHNOVATORS MARKETING LIMITED, 49, Dundonald Street, Port of Spain, Trinidad.

9.5.     Arbitration.  Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach of any term or provision hereof shall be settled exclusively and solely by arbitration before a single arbitrator in accordance with the then prevailing Rules of Commercial Arbitration and any award, order or judgment rendered by the arbitrator may be enforced in any Court of competent jurisdiction. The decision of the arbitrator shall be final and shall not be subject to appeal. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a Court of law without proceeding through arbitration to enforce Section 8 of this Agreement. Each party acknowledges that irreparable harm would result from the breach of Section 8 and there would be no adequate remedy at law. In furtherance of the foregoing, each party hereby waives any requirement for any security for or the posting of any bond in connection with any such equitable remedy.

9.6.     Construction. The captions and headings of the different paragraphs of this Agreement are inserted for convenience of reference only, and are not to be taken as part of this Agreement or to control or affect the meaning, construction or effect of this Agreement. The parties acknowledge that each party hereto and its counsel has reviewed and revised this Agreement, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, any amendments or exhibits appended hereto, or any documents executed in connection therewith. No direct benefit is intended to be conferred by this Agreement on any person not a party to this Agreement and any benefit which may be actually conferred is purely incidental.

9.7.     Severability.  In the event that any of the terms, conditions, or provisions of this Agreement is held to be illegal, unenforceable, or invalid by any court of competent jurisdiction, the legality, validity and enforceability of the remaining terms, conditions or provisions shall not be affected thereby.

9.8.     No Partnership or Joint Venture. Nothing herein contained shall be construed to place the parties in a relationship of partners or joint ventures, and neither party shall have the power to obligate or bind the other in any manner whatsoever.

9.9.     Attorneys’ Fees.  In addition to all other legal remedies and damages afforded under this Agreement and in law, in the event any dispute between the parties results in arbitration or litigation, the prevailing party in any such action shall be entitled to recover from the other, its reasonable attorneys’ fees and costs, including expert witness fees, if any.

9.10.   Waiver.  Failure by either party hereto to enforce, at any time, any term or condition of this Agreement, shall not be a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

9.11.   Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Trinidad and Tobago.

9.12.   Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures on this Agreement may be communicated by facsimile transmission and shall be binding upon the parties transmitting the same by facsimile transmission. No provision of this Agreement is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

9.13.   Authority to Execute.  Each individual executing this Agreement on behalf of the parties hereby represents that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity, and that this Agreement is binding upon such entity in accordance with its terms.

9.14.   Interpretation.  No provision of this Agreement shall be construed in favour of or against any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.

9.15.   Survival.  The provisions of Section 5 (Warranties and Representations), 6 (Indemnification), Section 7 (Limitation of Liability), Section 8 (Confidential Information) and Section 9.5 (Arbitration) will survive any termination or expiration of this Agreement.

9.16.  Representation of Comprehension of Agreement/Independent Legal Advice. Your establishing of an account, sending any attachments containing leads via e-mail, and/or your use of the tmlbusiness.com website is evidence that you have read, understood, and agree to this Lead Vendor Agreement as set forth above and that you have had the opportunity to consult with independent counsel of your choice prior to establishing your account and utilizing the services contemplated by this Agreement.

PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.