ConectUS Sub-Agent Agreement
This Sub-Agent Agreement (“Agreement”) is made by and between Partners Connections, Inc. DBA ConectUS Wireless, a Texas Corporation (“ConectUS”) and:
(“Business Solutions Partner” or “BSP”) as of the effective date of this date:
RECITALS
ConectUS is an authorized “Master Dealer” for Verizon Wireless (“VZ”) and is authorized to engage subagents to offer, market, and sell VZ Services on terms and conditions approved by VZ.
ConectUS and BSP have entered into a Confidentiality, Proprietary Information, and Trade Secrets Agreement which is expressly incorporated into this Agreement.
ConectUS desires to engage BSP as a subagent and BSP desires and agrees to act as such pursuant to the following Terms & Conditions:
1. TERMS & CONDITIONS OF AGENCY RELATIONSHIP
Appointment as Sub-Agent. ConectUS grants BSP the non-exclusive right to serve as its sub‐agent and to offer, market, and sell (hereinafter collectively referred to as “sell”) VZ Services on behalf of ConectUS.
12-Month Term & Automatic Renewal. This Agreement shall commence as of the Effective Date and continue for an initial period of twelve (12) months, and shall automatically renew for additional twelve (12) month periods unless either Party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then current period (“Term”).
Independent Contractor. BSP shall be an “independent contractor” of ConectUS, and this Agreement shall not create any employment relationship or franchise relationship. BSP shall have full responsibility and liability for all acts and omissions of its employees and agents and shall have full responsibility for supervision and control of its employees and agents.
Exclusivity by BSP. For wireless services only, BSP shall not act as a Verizon subagent or BSP for any other Verizon Master Dealer during the Term of this Agreement.
No Exclusivity by ConectUS. BSP agrees that ConectUS and its current and future subagents may, except as otherwise provided in this Agreement, compete directly or indirectly with BSP. Nothing in this Agreement shall restrict ConectUS from contracting with other subagents on the same or different terms, and ConectUS shall have no obligation to offer BSP any term or condition offered to other subagents.
No Assignment or Delegation of Subagency. BSP shall not in any manner, assign or delegate any of its rights or obligations arising from this Agreement to any third party.
Subordinate to ConectUS-Verizon Agreement. This Agreement is contingent upon and subordinate to the ConectUS–VZ contractual relationship. ConectUS shall have no liability to BSP in the event VZ alters or ends its relationship with ConectUS. VZ shall have unlimited discretion to approve, reject or rescind its approval of BSP and to revoke the authority of BSP to sell VZ Services upon written notice to ConectUS or BSP.
No Relationship Between BSP and Verizon. VZ is not a party to this Agreement and shall have no obligation or liability, contractual or otherwise, to BSP. BSP is neither a party to nor a third-party beneficiary of the ConectUS-VZ contractual relationship. BSP and ConectUS agree and acknowledge that VZ shall be a third-party beneficiary of this Agreement, and that VZ may enforce this Agreement against BSP.
Change in Ownership of BSP. Any sale or transfer of an ownership or equity interest of at least five (5) percent of the outstanding shares or units of BSP shall require prior written approval of VZ. If BSP is unable to comply with this subparagraph prior to the consummation of such sale or transfer, then this Agreement shall be suspended until such time as BSP obtains written approval of the transaction from VZ.
No Sales to Government Customers. BSP is not authorized to and shall not engage in any sales of VZ Services or Equipment to any Government customers.
2. DUTIES AND RESPONSIBILITIES OF BSP
Standards of Conduct. BSP shall adhere to the highest standards of honesty, fair dealing, and ethical conduct in all its dealings, and BSP shall not engage in conduct or enter into agreements that may adversely affect the business, good will or reputation of ConectUS or VZ.
Compliance with VZ and ConectUS Policies. BSP shall sell VZ Services and Equipment in compliance with all VZ and ConectUS rules, guidelines and procedures, including but not limited to those set forth in Exhibit B, which ConectUS may update and amend, from time to time, in its sole discretion. (“VZ & ConectUS Policies”). BSP shall be responsible and liable for keeping itself and its agents and representatives updated and informed of any changes or modifications to the VZ & ConectUS Policies at
https://myconectus.com/my-toolbox/principal-only-page.
Compliance with all Laws, Rules & Regulations. BSP shall conduct its business operations in compliance with all applicable federal, state or local laws, orders, rules, regulations and ordinances, and shall obtain and keep current all required licenses, certifications and permits. (“Applicable Law”). BSP’s failure to comply with one or more of the VZ & ConectUS Policies and/or any Applicable Law shall constitute a material breach of this Agreement.
Training of BSP Personnel. BSP, at its expense, shall train its personnel in the Activation of Subscribers and shall require its entire customer facing personnel to successfully complete any VZ required training, within the timeframes and at the frequency reasonably established by VZ. BSP shall maintain records of the VZ training completed by its personnel and shall provide ConectUS with written confirmation of its ongoing compliance with this subsection.
Insurance. BSP shall maintain at its sole expense the following insurance with an insurance company rated at least A‐ by A.M. Best Company: (1) Workers Compensation Insurance as required by each State in which BSP performs the Agreement; (2) Comprehensive or commercial general liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence; (3) Employer’s liability insurance with limits of no less than Two Hundred Thousand ($200,000) per occurrence; (4) Automobile liability insurance in prudent amounts; (5) property insurance, if applicable. ConectUS shall be named as “Additional Insured” on any such policies, except for Workers Compensation and Employer’s Liability.
Limited, Revocable, and Non-Exclusive Right to Use VZ Marks. BSP may only use VZ Trademarks and Service Marks in accordance with the terms and conditions of the License Agreements set forth in the VZ & ConectUS Policies.
Mutual Indemnification. Each party will indemnify, defend and hold the other party harmless from all third party claims, liabilities, damages, settlements agreed to by the indemnifying party or expenses (including reasonable attorneys’ fees and expenses) (“Claims”) that arise directly out of: (i) the material breach of any provision of this Agreement by the indemnifying party; or (ii) the gross negligence or willful misconduct of the indemnifying party. The indemnified party will not be entitled to indemnification to the extent that the claim would not have arisen but for the negligent act or willful misconduct of the indemnified party. The foregoing obligations are conditioned upon the indemnified party promptly notifying the indemnifying party in writing of such action. Provided that the indemnifying party promptly and reasonably investigates and defends any such third-party claim, the indemnifying party will have control over the defense and settlement of the claim, except that the indemnifying party will not have the right to enter into a settlement that imposes any obligation on the indemnified party. The party to be indemnified will furnish, at the indemnifying party's reasonable request and expense, information and assistance necessary for such defense.
3. ACTIVATIONS, COMPENSATION, CHARGEBACKS, AND OFFSETS
Order Submissions. BSP shall submit orders from Subscribers for VZ Services to ConectUS or its designee, in the form and manner prescribed by ConectUS and VZ. All orders received by BSP and submitted to ConectUS are subject to acceptance by both ConectUS and VZ. It is the responsibility of BSP to verify and retain information for each Subscriber as prescribed in VZ Policies. ConectUS or VZ shall have the right, at any time and for any reason, to disapprove and/or deactivate the VZ Service without incurring any liability to BSP.
Compensation to BSP. BSP is eligible to receive compensation in accordance with the Compensation Schedule attached hereto as Exhibit A or any amendments thereto as ConectUS may make, from time to time, in its sole discretion, for each eligible Activation or Upgrade (“Compensation”); provided, however, that any such amendment to Exhibit A shall only apply to orders submitted by BSP after the effective date of the amendment. Compensation is payable upon payment by VZ to ConectUS, provided that BSP is not in material uncured breach of this Agreement and subject to chargeback by VZ.
Notice of Amendment. For any amendment of Exhibit A that is adverse to BSP, ConectUS shall provide BSP at least sixty (60) days’ written notice of such adverse change; provided, however, that where the amendment is prompted by a change in compensation by VZ, ConectUS shall provide written notice within seven (7) days of ConectUS receiving notice from Verizon.
Payment of Compensation. Compensation for any given month during the Term will be paid by ConectUS to BSP by the 10th day of the month following payment by VZ to ConectUS.
Bonus Payments. During the course of this Agreement, BSP may become eligible for bonus payments in the form of Account Maintenance Fees for New Activations (“AMF Payments”). If such AMF Payment eligibility is provided to BSP, then the payment of such AMF Payment shall be subject to the payment of Compensation terms under this Agreement.
Chargebacks and Offsets. In the event that Verizon elects to issue a chargeback for any transaction by BSP, BSP shall be entitled to no Compensation or AMF Payments for such transactions and shall repay all monies received from ConectUS. In addition, ConectUS may charge an Administrative Fee of up to ten (10) percent of the chargeback amount if charged by VZ. ConectUS shall have the right to deduct any chargebacks and Administrative Fees as such are charged to ConectUS from VZ from unpaid Compensation, or to invoice such amounts to BSP.
Holdbacks. ConectUS reserves the right, upon written notice to BSP, to withhold payment or credit of Compensation for up to two hundred and forty (240) days: (i) for any transactions that ConectUS views as at-risk for chargebacks by VZ; (ii) for Compensation that exceeds BSP’s rolling six-month average; or (iii) for Compensation that becomes due following termination of this Agreement.
Compensation Upon Termination. For orders placed by BSP up to the date of termination, ConectUS shall pay eligible Compensation (which specifically includes AMF Payments).
Amounts Due to ConectUS. Any amounts due and payable to ConectUS by BSP shall be paid by BSP no later than ten (10) days after ConectUS sends its monthly Compensation Report, which shall identify any amounts due and owing to ConectUS. Any past due amounts shall accrue interest at the rate of one-point-five percent (1.5%) per month.
4. TERMINATION & DISPUTE RESOLUTION
Termination by Either Party. Either Party may terminate this Agreement for any reason upon thirty (30) days prior written notice. ConectUS may terminate this Agreement immediately upon written notice to BSP for breach of this Agreement, or in the event that VZ ceases to do business with ConectUS or requires ConectUS to terminate this Agreement.
Automatic Termination. Should Verizon terminate its relationship with ConectUS, this Agreement shall immediately terminate and BSP shall be free to act as a VZ subagent or BSP for any VZ Master Dealer.
No Jury Trial. The Parties expressly waive any right to trial by jury.
Choice of Law/Venue – Texas. Any dispute arising out of, in connection with or related in any manner with this Agreement shall be resolved in accordance with the laws of Texas, without reference to its conflict of laws principles. Any action relating to or arising out of this Agreement shall be brought in a court of appropriate jurisdiction in the state of Texas. The Parties hereby submit voluntarily to the jurisdiction of the state of Texas and irrevocably waive any claim or argument that they might possess, now or in the future, as to propriety or convenience of venue in Texas or as to ability of courts domiciled in Texas to exercise jurisdiction over them.
Limited Liability. Neither party shall be liable to the other for any consequential, incidental, indirect, punitive, special, treble or enhanced damages, including but not limited to lost profits, lost business, diminution in value of business, or other commercial or economic loss (except for breach of commission payments by ConectUS), whether such damages are claimed for breach of contract, negligence or otherwise, and whether or not ConectUS has been advised of the possibility of such damages, unless applicable law forbids a waiver of any such damages. This limitation of liability applicable to ConectUS also shall apply to, and be for the benefit of, VZ as an intended third-party beneficiary of this Contract in the event a dispute may arise between ConectUS and BSP that involves any dispute with or claim against VZ.
Attorney’s Fees. In any action arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees and other costs, including fees and costs incurred in a collection action to recover any damages award.
5. MISCELLANEOUS PROVISIONS
Assignment. ConectUS may assign this Agreement. BSP may not assign this Agreement without the prior written consent of ConectUS.
Non-Solicitation. During the Term of this Agreement and for two (2) years thereafter, ConectUS agrees not to actively solicit BSP’s customers to become a direct customer of ConectUS. This Paragraph shall not apply in the event that ConectUS is contacted by a customer of BSP through no action of ConectUS.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
Amendment. This Agreement may be amended only in a writing signed by both Parties.
No Waiver. The decision not to exercise or enforce any rights under this Agreement shall not be deemed or constitute a waiver of such right.
Severability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Notices. All notices required or permitted shall be in writing and sent via e-mail to the signatories to this agreement, with copies to
charles.price@tndm.com (for ConectUS) and to
* for BSP).
SIGNATURES BELOW
IN WITNESS WHEREOF, the Parties have caused this Sub-Dealer Agreement to be executed as of the day and year first above written.
Copy of Driver’s License or State ID
ConectUS Wireless requires a copy of one of the company principal owners' driver’s license or state ID as proof to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors.
This request is in conjunction with the “Drivers Privacy Protection Act” 18 U.S.C. § 2721 et. seq.(Public Law 103-322). This protection act states:
Drivers' Privacy Protection Act18 U.S.C. § 2721 et. seq. (Public Law 103-322)
Section 2721(1) For use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only:
(A) to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and(B) if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against, the individual.
Copy of Driver’s License or State ID
Upload a copy of your Drivers License or State ID
*
Authorization for Direct Deposit
CONSUMER AUTHORIZATION FOR DIRECT DEPOSIT VIA ACH (ACH CREDITS)
Direct Deposit via ACH is the deposit of funds to a consumer’s account.
I (we) hereby authorize ConectUS Wireless (“COMPANY”) to electronically credit my (our) account (and, if necessary, to electronically debit my (our) account to correct erroneous credits) as follows:
