Terms and Conditions
By submitting the attached EDirex Order Form (“Order Form”), the person or entity named in the Order Form (“the Company”) agrees to the following Terms and Conditions. These Terms and Conditions, together with the attached Order Form, comprise the entire agreement (“Agreement”) between the Company and EDirex Media, LLC (“EDirex”).
1. Qualified Leads
1.1 Partner Database. EDirex authorizes the inclusion of vendors in its partner database, accessible to EDirex users through EDirex in accordance with these Terms and Conditions. By submitting the attached Order Form, the Company requests that EDirex include information about the Company (an “Entry”) in its partner database. EDirex reserves the right to refuse any such request or to cancel any Entry for failure to fulfill the obligations set forth in these Terms and Conditions. EDirex will be bound by these Terms and Conditions only if it agrees to include the Entry in its partner database and in fact includes the Entry. If EDirex does not include the Entry, it will refund the money the Company previously paid for such Entry.
1.2 Entry Contents. The Entry will consist of the information provided to EDirex on the Order Form. Requested changes to the Order Form or Entry will be subject to approval by EDirex. The Company agrees to provide true, accurate, current, and complete information about the Company’s business as prompted in the registration process. If the Company does not, EDirex has the right to deny, suspend, or terminate its Service. Approved changes will be applied prospectively and in no case will be retroactive. Such changes will be made according to EDirex’s regular update schedule. Changes to the Order Form or Entry may result in revised (increased) qualified Lead Fees. EDirex reserves the right to change the style, form, content and appearance of the worldwide web sites (“Web Sites”) at any time.
1.3 Qualified Leads. After inclusion of the Entry in the partner database, EDirex will forward to Company any customer requests (“Qualified Leads”) in accordance with the criteria set forth in the attached Order Form. The primary method of delivery for leads from buyers using the Qualified Lead (LEADS) tool is through EDirex’s online lead management system (“LeaDirex”). As a courtesy, EDirex will also forward to Company any Qualified Leads via e-mail. The Qualified Leads will contain the following contact information for that customer: name, company, phone number, and e-mail address. The Company agrees to respond to every Qualified Lead within seven (7) business days. The Company agrees not to distribute or re-sell Qualified Leads to any third party, without express written permission from EDirex. EDirex is not responsible for any failure to receive the Qualified Leads due to spam filters, address-book filters, filters imposed by internet service providers, or failure on the part of the Company’s e-mail servers or internet service provider to deliver the Qualified Leads. The Company shall contact the customer and use the Qualified Lead only for purposes directly related to the Qualified Leads. The Company may not add information from the Qualified Lead to any newsletter, magazine, or communication subscription without first obtaining an independent opt-in request from the customer. The Company may not respond to any Qualified Lead for purposes of cross-selling other products and services sold by the Company.
The Company agrees not to submit a Qualified Leads, using the EDirex’s Web Sites within any category on the Web Sites in which the Company’s products are also offered.
Any other language in this contract notwithstanding, EDirex shall have the right to withhold the forwarding of any Qualified Leads to Company for any reason, including but not limited to the fact that EDirex may, in its sole discretion (which shall be deemed conclusive), determine that a given category or region of the country has become fully “saturated” with an excess number of suppliers. Should this be the case, Company will be charged by EDirex only for those Qualified Leads that are actually forwarded to Company by EDirex.
1.4 Use of EDirex Name and Logo. The Company is permitted to use the EDirex name only for purposes of identifying to the customer where the Qualified Lead originated. The Company has no right to use the EDirex name, logo, or other intellectual property for any other purpose. The Company will not say anything to the customer or any third party to suggest that it is acting on behalf of EDirex or that EDirex has approved of or endorsed its products or services.
2.1 Qualified Lead Fees. EDirex will separately charge the Company for any Qualified Lead Fees, if applicable, on a prepaid basis for Qualified Leads sent to the Company. By completing the information on the Order Form, Company authorizes such Qualified Lead Fees to be charged to Company’s account as set forth in the attached Order Form. EDirex will separately charge the Company for an initial setup fee (“Setup Fee”), if applicable, as outlined on the Order Form. Where payment is made by credit card, Company expressly agrees not to charge back any amounts. In addition, Company hereby authorizes EDirex to charge Company or Company’s account for any and all amounts previously invoiced to Company by EDirex and which remain unpaid as of the effective date of this Order Form. All statements will be sent directly via e-mail at a date on or about the 1st of the month or as the charges occur, with the Company or Company’s account being charged automatically at that time. Company will notify EDirex immediately of any questions regarding charges to Company’s account.
2.2 Credit Procedure. At EDirex’s sole discretion, the Company’s account may be credited up to a maximum refund rate (“Refund Rate”) as outlined on the Order From for a Lead Fee previously charged to the Company’s account for any Qualified Lead that: (a) is not submitted by a business customer; (b) is submitted by a competitor; (c) is not submitted for a product or service category specified in the Order Form; or (d) is submitted outside the service territory specified on the Order Form. In order to be eligible to receive a credit for any Qualified Lead for which the Company believes it is entitled to receive a credit based on the above criteria, the Company’s account with EDirex must be current (i.e. no “past due” balances or outstanding invoices) the Company must notify EDirex in writing of such requested credit within ten (10) calendar days of receipt of the Qualified Leads, and must include along with the request for credit a copy of the Qualified Lead along with the following additional documentation: the reason for the credit request; the grounds for believing that the Qualified Lead meets the above criteria and any additional information that may help support the credit request. EDirex reserves the right to contact the customer submitting the Qualified Lead and, if it determines that the Qualified Lead satisfies one of the criteria listed above, will credit the Company’s account. EDirex may charge a $10 fee for all credit requests that are fraudulent and do not meet the criteria previously listed for a Qualified Lead Fee credit procedure.
2.3 Credit Issuance. Requests for credit that are submitted during the month in which the Qualified Lead was generated, and that are approved for credit by EDirex during that month, will be processed immediately and neither the Company’s credit card, debit card, or checking account will be charged. Requests for credit that are submitted after the month in which the Qualified Lead was generated, and that are approved by EDirex, will be credited in the following month’s Billing Statement.
2.4 Fees Subject to Change. The Fees set forth in the attached Order Form are subject to change. EDirex will notify the Company of any applicable rate change at least Thirty (30) days prior to the renewal date.
2.5 Nonpayment. In the event of non-payment, EDirex reserves the right to suspend or terminate the Company’s account until such charges are paid. It may also charge interest on balances unpaid for more than thirty (30) days, in which case interest charges will accrue from the last day of the statement period with respect to any unpaid invoice. If non-payment is not cured within thirty (30) days of notice of non-payment, EDirex may terminate this Agreement for material breach. In the event of termination for non-payment, the Company agrees to forfeit the Security Deposit and immediately pay EDirex liquidated damages consisting of any unpaid balances plus an amount calculated by multiplying the Qualified Lead fees due under the most recent billing statement with the number of remaining billing cycles under the Term of the Agreement. The Company agrees to pay all collection and/or court costs incurred by EDirex in its effort to collect any unpaid balance due to EDirex if we must refer Company’s account to collection or to an attorney, subject to the laws governing these transactions.
The Term of this Agreement is from the date of activation of the Company’s account until Company receives the Monthly Cap (Max Leads Per Month) of leads. If, at any time during the contract period, the Company’s account with EDirex is more than 30 days “past due”, EDirex may, at its sole discretion, remove the Company’s Entry from the EDirex partner database until such time as the Company’s account with EDirex is brought back to a “current” status. EDirex offers, as a courtesy, up to a one-time seven (7) consecutive day pause of Company’s account.
4. Representations and Warranties
The Company represents and warrants that: (1) all of the information provided to EDirex is truthful and not misleading, fraudulent, defamatory, libelous, threatening, harassing, or obscene; (2) the Company is authorized to provide the services and products set forth in the Order Form; (3) the Company has the right to use each copyright, trademark, trade name, service mark, graphic, photograph, or any other intellectual property in the way it is used under this Agreement; and (4) any advertising copy and any linked advertising comply with all applicable laws and regulations.
The Company agrees to pay any damages or expenses incurred by EDirex, including all attorneys’ fees and expenses, resulting from claims brought by other parties regarding the inclusion of the Entry, or as a result of a breach of these Terms and Conditions. This provision shall survive the Term of this Agreement.
6.1 Warranties. EDirex makes no express or implied warranties, representations, or endorsements whatsoever (including, without limitation, warranties of title or non-infringement or the implied warranties of merchantability or fitness for a particular purpose) with respect to the Web Sites, any merchandise, information, or services provided through the Web Sites, or the accuracy or results obtained from the use of any information or services provided through the Web Sites.
6.2 EDirex is a Conduit. EDirex is not involved in any actual transactions between buyers and suppliers through the Qualified Lead programs. As a result, EDirex has no control over the ability of buyers to purchase items or qualify for leases and other forms of credit. EDirex cannot and does not control whether or not buyers will complete the purchase of items for which they have requested quotes or Quotes. Because user authentication on the Internet is difficult, EDirex cannot and does not guarantee that each buyer or supplier is who they claim to be or that Company will be able to contact each buyer accordingly. Buyers and suppliers will be able to communicate directly with each other before any transaction is complete. In the event the Company has a dispute with one or more buyers, the Company releases EDirex and its agents and employees from claims, demands, and damages arising out of or in any way connected with that dispute.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL EDIREX OR ITS AGENTS BE LIABLE FOR ANY DAMAGES CAUSED BY ANY ON-LINE SERVICE, QUOTE PROVIDED BY COMPANY TO A BUYER, TRANSMISSION, COMMUNICATIONS, OR COMPUTER SYSTEM FAILURE. IN NO EVENT WILL EDIREX OR ITS AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING.
EDirex does not approve of, or endorse, any product or service by electronically publishing the Entry. EDirex may publish Entry(s) for any other person at any time, except as expressly set forth in the attached Order Form. The Company and EDirex are independent contracts, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. These Terms and Conditions shall be governed by and interpreted according to the laws of the State of Illinois.
These Terms and Conditions, the Order Form, and the Entry Form describe the entire Agreement between EDirex and the Company and supersede any other verbal or written agreements regarding the subject matter of this Agreement. This Agreement may be assigned by EDirex and shall survive any change in ownership on the part of the EDirex and/or Company.