2023YellowPages.com RESELLER AGREEMENT
Effective Date – December 1, 2022
THIS AGREEMENT is entered into “TODAY’s DATE” and indicates your immediate acceptance of this Agreement (“Effective Date”) by and between Harry’s YellowPages, LLC (“Harry’s YellowPages”) and 2023YellowPages.com Reseller (“2023YellowPages.com Reseller”).
1. Harry’s YellowPages’s Product(s)/Service(s). Harry’s YellowPages’s Product(s)/Service(s) consist of 2023YellowPages.com + EntrepreneurYellowPages.com.
2. 2023YellowPages.com Reseller’s List. 2023YellowPages.com Reseller’s list consists of Reseller email or customer list(“List”).
3. Offer. The Offer will consist of the following: 2023YellowPages.com (Advertising Expires December 31, 2023) + EntrepreneurYellowPages.com Private Social Network – for a one time fee of $97.77 (“Offer”).
4. Reseller Relationship. The parties agree that 2023YellowPages.com Reseller is hereby appointed as an authorized reseller of Harry’s YellowPages for purposes of promoting the Offer to 2023YellowPages.com Reseller’s List in accordance with this Agreement.
5. Marketing Responsibilities. The following responsibilities will be performed and/or provided at the responsible party’s expense.
5.1 Harry’s YellowPages and 2023YellowPages.com Reseller to collaborate regarding the creation of copy for presentation of Offer via promotional emails or ads.
5.2 2023YellowPages.com Reseller is authorized to send promotional emails to 2023YellowPages.com Reseller’s List, or place ads on Reseller’s Website.
5.3 2023YellowPages.com Reseller to provide transaction processing for sales resulting from the Offer.
5.4 Harry’s YellowPages to be the sole contact for questions from purchasers, warranties, and returns.
6. Contingencies. The following contingencies must be satisfied or waived by the non-performing party before the Offer may be presented.
6.1 Harry’s YellowPages and 2023YellowPages.com Reseller to agree regarding copy for promotional emails, and any advertising placed on Reseller’s Website.
6.2 Harry’s YellowPages to provide and/or demonstrate to 2023YellowPages.com Reseller’s satisfaction the quality and/or functionality of the products and/or services relating to the Offer.
6.3 2023YellowPages.com Reseller to provide and/or demonstrate to Harry’s YellowPages’s satisfaction the capability of transaction processing for sales resulting from the Offer.
6.4 2023YellowPages.com Reseller to provide evidence satisfactory to Harry’s YellowPages regarding the size and composition of 2023YellowPages.com Reseller’s email or customer list.
7. Offer Period. The Offer will be open after the contingencies are satisfied for a period of time as mutually agreed by the parties (“Offer Period”).
8. No Exclusivity. This Agreement shall not be construed to be a commitment by either party to work exclusively with the other party regarding joint marketing activities.
9. Revenue Shares. 2023YellowPages.com Resellers’ customers shall pay to Harry’s YellowPages $0 per unit of Harry’s YellowPages’s product/service sold in connection with the Offer during the Offer Period.
9.1 Reseller will accept and process $97.77 using their own payment processor and keep all $97.77. No fee or percentage need be paid to Harry’s YellowPages, LLC.
9.2 Reseller only needs to deliver one item to the end customer. The “Payment Success” page provided by Harry’s YellowPages, LLC to the reseller via email.
10. Payment. Reseller will pay $187.77 one time for the reseller opportunity and will be granted the rights to resell the offer for $97.77. Just two sales and you are already in the PROFIT ZONE. Resell rights will expire December 31, 2023.
11. Expenses Not Shared. Each party will bear its own expenses for its own marketing responsibilities separately. The parties will not share the burden of their respective expenses; therefore, the expenses assumed separately by the parties may not be equal resulting in an individual profit or loss rather than joint profits and losses.
12. Confidentiality. Each party may disclose non-public confidential information regarding its products, pricing, and marketing plans. The receiving party agrees to use and disclose such confidential information from the disclosing party only for purposes of this Agreement. These restrictions will last for a period of three (3) years from the Effective Date; however, they will not apply to information that (i) is known to the receiving party prior to receipt from the disclosing party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party, whether directly or indirectly, from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.
13. Limitation of Liability. EXCEPT FOR CLAIMS BASED ON A CONFIDENTIALITY VIOLATION, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except for claims based on a confidentiality violation, either party’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, shall not exceed the greater of the sum total of revenue share payments paid or payable under this Agreement.
14. Term and Termination; Survival. The initial term of this Agreement shall commence as of the Effective Date hereof and shall continue for a period of thirty (30) days, after which the Agreement will continue automatically from month-to month, unless terminated as provided below. Notwithstanding the forgoing, either party may terminate this Agreement at any time for any reason. The obligations to pay fees and to protect Confidential Information, and the liability limitations shall survive the termination hereof.
15. Arbitration. All disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Sheridan, Wyoming if initiated by Harry’s YellowPages, and will be conducted by telephone or online. The arbitrator shall apply the laws of the State of the non-moving party to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
16. No Authority To Enter Into Contracts. Neither party is authorized to enter into contracts or any obligation in the other party’s name, or to transact any business on behalf of the other party.
17. No Assignment. This Agreement is personal to the parties and non-assignable without the prior written consent of the non-assigning party.
18. General. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
End of Agreement.