This Agreement is entered into as of the submission date of this website registration form between ZYGO Enterprises Inc, DBA TenantTracks, a Connecticut Corporation and having a place of business at 1431 Bank Street, Waterbury, CT 06708 (“TENANTTRACKS”), and the name of the individual person or company listed on this website registration form ("PRINCIPAL SALES AFFILIATE").
WHEREAS, TENANTTRACKS is engaged in the compiling and distribution of consumer information products including criminal record, credit reports eviction history and other data-driven products (collectively “products”) and related information products and services; and
WHEREAS, TENANTTRACKS and the Principal Sales Affiliate desire to enter into a relationship, whereby Principal Sales Affiliate will promote the sale of TENANTTRACKS upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed upon as follows:
1. DEFINED TERMS
1.1 PRINCIPAL SALES AFFILIATE: As used herein Principal Sales Affiliate shall mean the individual person or company whose name appears on this website registration form of this Independent Sales Affiliate Agreement.
1.2 UNIQUE WEBSITE IDENTIFIER: As used here Unique Website Identified refers to a Uniform Resource Locator (URL) or password and/or code TENANTTRACKS provided directly to the Principal Sales Affiliate for use in purchasing TENANTTRACKS Products via the TENANTTRACKS Web sites. The Unique Website Identifier serves to establish the credentials for the Web Site user and as a basis for determining purchase prices and tracking commissions for the Principal Sales Affiliate or Authorized Reseller.
1.3 WEBSITE: As used herein Website refers to https://www.tenanttracks.com
1.4 THIRD PARTY PRODUCTS: As used herein Third-Party Products refers to products and services offered by Principal Sales Affiliate that are not owned, by, affiliated with or otherwise controlled or endorsed by TENANTTRACKS.
1.5 AUTHORIZED RESELLER: An individual person or business authorized by TENANTTRACKS to represent TENANTTRACKS, its brand and products.
2. DUTIES OF PRINCIPAL SALES AFFILIATE
The Principal Sales Affiliate will use its best efforts to solicit donations and purchase orders for the sale of TENANTTRACKS products by sharing and presenting TENANTTRACKS’s products in a clear, understandable and professional manner. In this regard, Principal Sales Affiliate will present TENANTTRACKS products and accessories to landlords, property managers, property management companies, and others in the rental housing industry
Principal Sales Representative will at all times emphasize and adhere to all regulations and practices relating to the Fair Credit Reporting Act, Fair Housing Act, and Fair Debt Collections Practices Act.
3. SOLICITATION AND/OR PURCHASES
All Principal Sales Affiliates' solicitations and/or purchase orders will be conducted in accordance with such procedures, prices, and terms and conditions as TENANTTRACKS may specify from time to time. All purchase orders or sales orders are subject to TENANTTRACKS approval. TENANTTRACKS will prepare and deliver all invoices for billing to the Principal Sales Affiliate and customers; using the Principal Sales Affiliate's Unique Website Identifier and is solely responsible for collecting all amounts due. Unless other arrangements are expressly made in writing and appended to this Agreement, all purchases of TENANTTRACKS products by the Principal Sales Affiliate are to be made through the Website and paid for at the time the order is placed by means acceptable to TENANTTRACKS (e.g. credit card or PayPal). Principal Sales Affiliate agrees that TENANTTRACKS will act solely in the resolution of any and all disputes between TENANTTRACKS and any customers of the Principal Sales Affiliate. This agreement is for the purposes of attracting new Landlord / Realtor customers to TENANTTRACKS. It is not intended to be used with one's own personal account to gain a discount in using our OPEN ACCESS Tenant Platform as those conversions will be disallowed.
4. NO AGENCY
PRINCIPAL SALES AFFILIATE IS AN INDEPENDENT CONTRACTOR AND UNDER NO CIRCUMSTANCES WILL PRINCIPAL SALES AFFILIATE COMMIT TENANTTRACKS TO THE DELIVERY OF TENANTTRACKS PRODUCTS AND ACCESSORIES PURPORT TO LEGALLY BIND TENANTTRACKS IN ANY MATTER, OR HOLD HIMSELF OUT AS AN EMPLOYEE OR AGENT WITH LEGAL AUTHORITY TO BIND TENANTTRACKS. IN KEEPING WITH THE FOREGOING, NO REPRESENTATIVE MAY CARRY A BUSINESS CARD THAT IS TENANTTRACKS EXCLUSIVE.
In the course of representing TENANTTRACKS, Principal Sales Affiliate shall adhere to the following rules of conduct, which include, but are not limited to:
(a) Principal Sales Affiliate shall not disparage, denigrate, “run down” or make any negative comments regarding another screening company or competitors’ product.
(b) Principal Sales Affiliate shall not solicit or sell TENANTTRACKS products, or enter into a type of arrangement, wherein the sale of TENANTTRACKS products is made conditional in any way on a user’s purchase of another company’s products.
(c) Principal Sales Affiliate shall at all times maintain a professional appearance and shall not perform any of his duties set forth in this agreement, while intoxicated in any manner or under the influence of any drug or alcoholic beverage, both legal or illegal.
(e) Principal Sales Affiliate understand and agree that any failure to enforce the paragraphs contained in section six (6) of this agreement is not to be considered a waiver of TENANTTRACKS'S rights hereunder and Affiliate hereby waives any right they may have to the defense of laches.
Any violation of any of the above provisions shall be grounds for immediate termination by TENANTTRACKS of this Agreement.
6. PERSONNEL
Principal Sales Affiliate shall not use any person to perform any duties under this Agreement, unless said person has completed all required TENANTTRACKS training and been approved by TENANTTRACKS to represent the company.
In the event any person employed by, or affiliated with Principal Sales Affiliate, performs any duties related to TENANTTRACKS, which arise out of, or refer in any way to this agreement or this paragraph, Principal Sales Affiliate shall waive their right to receive commissions and TENANTTRACKS shall have the right to immediately terminate this Agreement. Principal Sales Affiliate agrees and understands that the sales management of TENANTTRACKS may, at any time, request that a member of the representative group take a TENANTTRACKS training course and successfully pass in order to represent TENANTTRACKS products.
7. USE OF INFORMATION
Only TENANTTRACKS approved information, and terms and conditions will be used in any advertising, sales promotions, solicitation and other duties set forth in this Agreement. Principal Sales Affiliate will not undertake to design or re-engineer TENANTTRACKS products, or advise any person on any technical specification, training practices, or accepted practices of applicable TENANTTRACKS safety matters.
IN THE EVENT PRINCIPAL SALES AFFILIATE ADVISES ANY PERSON CONTRARY TO TENANTTRACKS POLICIES, SPECIFICATIONS, TERMS AND CONDITIONS OR PROCEDURES CONCERNING TENANTTRACKS’S PRODUCT LINE, OR THE PROPER USE OF TENANTTRACKS PRODUCTS, OR INDUCES ANY PERSON TO USE OR APPLY TENANTTRACKS’S PRODUCTS BY MISREPRESENTATION OF THE PRODUCT, ITS CHARACTERISTICS, USE, COST, AVAILABILITY, SAFETY OR APPLICATIONS, PRINCIPAL SALES AFFILIATE SHALL INDEMNIFY, DEFEND, PAY, SAVE AND HOLD TENANTTRACKS HARMLESS FROM ANY AND ALL CLAIMS, COSTS, JUDGMENTS, AND DAMAGES, INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES OF COUNCIL, WHICH ARE INCURRED AS A DIRECT OR INDIRECT CONSEQUENCE THEREOF.
8. REPORTING AND SALES FORECASTS
Principal Sales Affiliate may monthly and as soon as available provide TENANTTRACKS with: Copies of all correspondence between Principal Sales Affiliate and customers, including, but not limited to, quotations, proposals, TENANTTRACKS presentation appointments.
TENANTTRACKS shall submit to Principal Sales Affiliate a monthly sales activity and commissions report in via electronic means.
9. COMMISSIONS
Subject to the terms and conditions of this Principal Sales Affiliate Agreement, Principal Sales Affiliate shall receive sales commissions as follows:
(a) Direct Sales by the Principal Sales Affiliate. The Principal Sales Affiliate shall receive a commission for a period of THREE YEARS from the date that the affiliate's account make their first purchase. The rate of commission is equal to ten percent (10%) of the cost of a screening report, either OPEN ACCESS or Optimum-10 reports after any discounts applied (“Discounted Price”) when final purchases for screening reports are placed using the Principal Sales Affiliate’s Unique Website Identifier and sold to the Consumer end user.
(b) Any dispute or claim with respect to the entitlement and/or amount of commissions shall be made in writing to TENANTTRACKS within thirty (30) days from the end of the month for which commissions are claimed as to entitlement and/or amount. Failure to timely raise in writing any claims or disputes with respect to entitlement or amount shall constitute a total waiver by Principal Sales Affiliate for any such commissions.
(c) Bonus compensation may be offered at the sole discretion of TENANTTRACKS and is under no obligation to extend this bonus to any affiliate
(d) Commissions are paid on new accounts only. Existing TenantTracks' clients are not covered in this Affiliate Agreement.
10. HOUSE ACCOUNTS
TENANTTRACKS shall have the unqualified and absolute right at any time to designate any competitive bidding or procurement for any Governmental entity (Military, Federal, State, Municipal, and local levels) as a House Account, for which Principal Sales Affiliate shall receive no commission, unless otherwise mutually agreed upon in writing with TENANTTRACKS. Principal Sales Affiliate shall receive no commissions on house accounts. However, any account that the Principal Sales Affiliate or their Associate Sales Affiliate is actively soliciting and has actively solicited within the preceding 60 days shall not become a House Account. Moreover, any account that the Principal Sales Affiliate has enlisted during the term of this agreement and for six months thereafter, shall remain an account of the Principal Sales Affiliate unless, in TENANTTRACKS’s sole discretion, the Principal Sales Affiliate is not properly servicing those accounts.
11. USE OF TENANTTRACKS INTELLECTUAL PROPERTY
As used in this Section 11, TENANTTRACKS INTELLECTUAL PROPERTY shall include trademarks, whether registered or not, all trade dress, artwork and design and utility patents (and pending applications). All TENANTTRACKS INTELLECTUAL PROPERTY is the sole and exclusive property of TENANTTRACKS. The execution of this Agreement by the Principal Sales Affiliate grants the Principal Sales Affiliate a limited non-exclusive license to use TENANTTRACKS INTELLECTUAL PROPERTY solely for the purposes of promoting TENANTTRACKS products and services. However, the Principal Sales Affiliate and/or his agents shall not reproduce, in any manner, TENANTTRACKS INTELLECTUAL PROPERTY without the expressed written consent of TENANTTRACKS.
TENANTTRACKS shall provide the Principal Sales Affiliate with approved artwork for use in printing business cards and advertisements that include the Principal Sales Affiliate’s contact information. The Principal Sales Affiliate shall make arrangements with TENANTTRACKS for accessing the approved artwork.
12. TRADE SHOWS AND CONVENTIONS
Principal Sales Affiliate may attend any TENANTTRACKS trade shows, conventions and seminars as requested by TENANTTRACKS.
13. MEETINGS
Principal Sales Affiliate may attend any TENANTTRACKS sales meeting and training programs as requested by TENANTTRACKS.
14. TECHNICAL SUPPORT
TENANTTRACKS shall provide Principal Sales Affiliate technical and training support, literature, sales terms and conditions, pricing policies, bulletins, and sales promotional materials, as they are available by TENANTTRACKS.
15. NO SUBCONTRACTING OR ASSIGNMENT
Subcontracting or assignment of this Principal Sales Affiliate Agreement is prohibited. Under no circumstances will Principal Sales Affiliate subcontract, assign, delegate or otherwise have any person or entity perform any of the duties and obligations of Principal Sales Affiliate under this agreement without TENANTTRACKS’s express written consent.
16. GOVERNING LAW
This Principal Sales Affiliate Agreement shall be deemed to have been made in Connecticut and shall be governed and construed in accordance with the laws of the State of Connecticut, the sites of TENANTTRACKS’s Business Offices. Should a disagreement arise over any of the provisions relating to a Principal Sales Affiliate Agreement, TENANTTRACKS and the Principal Sales Affiliate shall first meet to settle any dispute. If this is unsuccessful, both parties (TENANTTRACKS and named Principal Sales Affiliate) hereby agree that any unresolved disputes shall be settled in arbitration under the rules of the American Arbitration Association. Specifically, this agreement sets forth the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all other representations and understandings both written and oral. This agreement is drafted under the laws of the state of Connecticut, and the venue for any legal recourse shall take place under laws as written in Connecticut, and the venue for any legal recourse shall take place under these laws and be adjudicated within its jurisdiction. Further, the parties agree that any controversy or claim arising out of, or relating to, this agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association in the state of Connecticut, USA under their auspices and the parties agree to have any dispute heard and adjudicated under these rules in the state of Connecticut, USA and both parties agree to pay their proportionate fees as required under the rules of the association and judgment upon the award rendered by the arbitrator( s) may be entered into any court having jurisdiction thereof.
17. TERMS
This Principal Sales Affiliate Agreement shall continue in force for one year, automatically renewed for additional one-year terms unless terminated by either party up to five-years in total. It is, however, expressly understood that TENANTTRACKS has complete and sole discretion to appoint, terminate, renew, decrease or add to its staff of Principal Sales Affiliate, at any time, for any reason. In such event, the Principal Sales Affiliate shall be given sixty (60) days written notice if his/her services are no longer required by TENANTTRACKS, after which time the Agreement with said Affiliates will be terminated. However, upon early termination of this agreement the Principal Sales Affiliate shall continue to receive the agreed commission or other compensation for a period of six (6) months after termination (the “Severance Period”). At the conclusion of the Severance Period all of the former Principal Sales Affiliate’s accounts shall become TENANTTRACKS House Accounts.
18. DISPUTES
Any claim, matter or controversy arising out of or relating to this Principal Sales Affiliate Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Commercial Industry Rules of the American Arbitration Association governing at that time, unless the parties mutually agree otherwise in writing. Any arbitration shall be held in Waterbury, CT. The prevailing party in any such arbitration shall be entitled to recover reasonable attorney’s fees, expenses of council, expert witness fees and any other arbitration expenses. The award of the arbitrators shall be final and binding and be enforced in any court of competent jurisdiction.
19. TERMINATION
In the event this agreement is terminated for any reason, Principal Sales Affiliate shall be entitled to no compensation or damages of any variety whatsoever, it being understood that the sales and marketing of TENANTTRACKS products is covered by any commissions paid or earned by Principal Sales Affiliate. The Principal Sales Affiliate understands that, by signing this Agreement, the following paragraph specifically eliminates any claim they might have to damages in quantum merit. Furthermore, Principal Sales Affiliate agrees that no commissions will be due for new business received more than thirty (30) days after Principal Sales Affiliate’s termination.
20. ENTIRE AGREEMENT
This Principal Sales Affiliate Agreement embodies the entire agreement between the parties hereto, and there are no verbal or collateral agreements between them. All preliminary negotiations, representation and discussions are deemed merged herein. This Principal Sales Affiliate Agreement may be altered or modified only in writing and signed by all parties hereto.
21. COUNTERPARTS
This Agreement may be executed in more than one counterpart, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date of submission of this website registration form.
ZYGO Enterprises Inc., dba TENANTTRACKS
Know Who You Are Renting To™
Web: www.TENANTTRACKS.com | Email: info@tenanttracks.com |Phone: 888-610-4710
|Fax: 888-900-9773| 1431 Bank Street, Waterbury, CT 06708 USA