AtoZ Special Offers Data - Terms and Conditions

This Sales Representative Terms and Conditions (“Terms”) is made effective as of January 01, 2022, by and between AtoZ Special Offers , of 475 Park Avenue 10D, New York, NY, 10022, and Sales Team / Sales Representative.

In this Terms, the party who is contracting to receive services shall be referred to as “AtoZ Special Offers”, and the party who will be providing the services shall be referred to as “Sales Team”.

Sales Team has a background in Independent Sales Contractor Services and is willing to provide services to AtoZ Special Offers based on this background.

AtoZ Special Offers desires to have services provided to Sales Team to market and sell Data Sales in Asia, Middle East, USA, UK, Europe (the “Territory”).

AtoZ Special Offers hereby appoints Sales Team as AtoZ Special Offers’s sales representative within the Territory as described above, to solicit orders for the AtoZ Special Offers’s products upon the Terms and subject to the conditions set forth herein.

Therefore, the parties agree as follows:

DESCRIPTION OF SERVICES. The Sales Team will provide the following services (collectively, the “Services”):

Independent Sales Contractor Services for Data Licenses, Data Subscriptions, and Data Purchases

PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Sales Team shall be determined by Sales Team. AtoZ Special Offers will rely on Sales Team to work as many hours as may be reasonably necessary to fulfill Sales Team’s obligations under this Terms.

COMMISSION PAYMENTS. AtoZ Special Offers will make commission payments to Sales Team based on 10% of Gross Sales. For the purposes of this Terms, Gross Sales means Sale of Data Licenses, Data Subscriptions, and Data Purchases.

Payment Schedule. The commission payments shall be payable every two weeks, no later than 14 days after the end of each applicable two week period during which the Services were performed.

Death. If Sales Representative dies during the term of this Terms, Sales Team shall be entitled to payments or partial commission payments for the period ending with the date of death.

EXPENSE REIMBURSEMENT. Sales Team shall pay all out-of-pocket expenses, and shall not be entitled to reimbursement from AtoZ Special Offers.

SUPPORT SERVICES. AtoZ Special Offers will not provide support services, including office space and secretarial services, for the benefit of Sales Team.

NEW PROJECT APPROVAL. Sales Team and AtoZ Special Offers recognize that Sales Team’s Services will include working on various projects for AtoZ Special Offers. Sales Team shall obtain written approval of AtoZ Special Offers prior to commencement of a new project.

TERM/TERMINATION. This Terms shall be effective for a period of 1 year. This Agreement shall remain in effect for the latter of (i) as long as the parties remain in active discussion and/or are working with one another, or (ii) one (1) year from the Effective Date. Extension of the term will be a period of 1 year unless specified otherwise in writing.

RELATIONSHIP OF PARTIES. It is understood by the parties that Sales Team / Sales Representative is an independent contractor with respect to AtoZ Special Offers, and not an employee of AtoZ Special Offers. AtoZ Special Offers will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Sales Team.

DISCLOSURE. Sales Team is required to disclose any outside activities or interests, including ownership or participation of prior inventions, that conflict or may conflict with the best interests of AtoZ Special Offers. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:

a product or product line of AtoZ Special Offers
any activity that Sales Team may be involved on behalf of AtoZ Special Offers
Do not solicit employment or any type of contractor or consulting positions from leads, prospects, and clients of AtoZ Special Offers
Do not solicit employment or any type of contractor or consulting positions from the CRM systems companies and their contacts gained through this Terms with AtoZ Special Offers

ARBITRATION. Any controversy or claim arising out of or relating to this Terms, or any breach thereof, including without limitation, any claim that this Terms, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to final and binding arbitration before, and in accordance with, the Commercial Rules of the American Arbitration Association, and judgment upon the award many be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights which AtoZ Special Offers may have to apply to any court of competent jurisdiction for injunctive or other provisional relief. The arbitrator agrees to determine the arbitrability of any dispute. This arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered such party notwithstanding said failure to appear. Such arbitration shall be conducted by the American Arbitration Association, at its offices and shall be governed by the rules of the American Arbitration Association then in force and effect. The parties agree that the arbitrator shall not have the power to award any punitive damages against any party.

EMPLOYEES. Sales Team’s employees and Sales Team’s contractors, if any, who perform services for AtoZ Special Offers under this Terms shall also be bound by provisions of this Terms. At the request of AtoZ Special Offers, Sales Team shall provide adequate evidence that such persons are Sales Team’s employees.

INJURIES. Sales Team acknowledges Sales Team’s obligation to obtain appropriate insurance coverage for the benefit of Sales Team (and Sales Team’s employees, if any). Sales Team waives any rights to recovery from AtoZ Special Offers for any injuries that Sales Team (and/or Sales Team’s employees and/or Sales Team’s contractors) may sustain while performing Services under this Terms and that are a result of the negligence of Sales Team or Sales Team’s employees.

INDEMNIFICATION. Sales Team agree to indemnify and hold harmless AtoZ Special Offers from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against AtoZ Special Offers that result from the acts or omissions of Sales Team, Sales Team’s employees and contractors, if any, and Sales Team’s agents.

ASSIGNMENT. Sales Team’s obligations under this Terms may not be assigned or transferred to any other person, firm, or corporation without the prior consent of AtoZ Special Offers.

CONFIDENTIALITY. AtoZ Special Offers recognizes that Sales Team has and will have the following information:

Inventions
Products
Prices
Costs
Discounts
Future plans
Business affairs
Process information
Trade secrets
Customer lists
Copyrights
Product design information
Refer to enclosed NDA. Agreement and Acceptance of this Terms implies agreement with the enclosed NDA.

and other proprietary information (collectively “Information”) which are valuable, special and unique assets of AtoZ Special Offers and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Sales Team agrees that Sales Team will not at any time or in any manner, either directly or indirectly, use any Information for Sales Team’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of AtoZ Special Offers. Sales Team will protect the Information and treat it as strictly confidential. In addition, refer to the enclosed NDA. Signing this Terms implies agreement with the enclosed NDA. A violation of this paragraph shall be a material violation of this Terms.

This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; (ii) in a complaint or other document filed in a lawsuit if made under seal.

UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Sales Team has disclosed (or has threatened to disclose) Information in violation of this Terms, AtoZ Special Offers shall be entitled to restrain Sales Team from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. AtoZ Special Offers shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Terms shall remain in full force and effect after the termination of this Terms.

RETURN OF RECORDS. Upon termination of this Terms, Sales Team shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Sales Team’s possession or under Sales Team’s control and that are AtoZ Special Offers’s property or related to AtoZ Special Offers’s business.

NOTICES. All notices required or permitted under this Terms shall be in writing and shall be deemed to be delivered when delivered in person or by email or deposited in the United States mail, postage prepaid, addressed as follows:

IF for AtoZ Special Offers:

AtoZ Special Offers, ITVendorCentral @ aurumtech .com ; Info @ AtoZ Special Offers .com

IF for Sales Team:

Sales Team, Contact email used for Login and Sales process

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

ENTIRE TERMS. This Terms contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Terms supersedes any prior written or oral agreements written the parties.

AMENDMENT. This Terms may be modified or amended if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provision of this Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any of this Terms is invalid and unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Terms shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Terms.

APPLICABLE LAW. This Terms shall be governed by the laws of the State of New York, USA.

NON-DISCLOSURE AGREEMENT. Refer to enclosed NDA.