Third River Marketing LLC (Company) has developed the whirLocal reputation and review marketing system and offers a white label license to qualified Distributors. Distributors can license the system and sell it to their own business clients.
Third River Marketing LLC provides the white label license with the following terms and conditions:
1. Term. The parties’ obligations under this Agreement shall commence on the date of purchase of the white label system and continues until terminated in accordance with Section 7 below.
2. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or partnership or joint venture of any association between the Company or the Distributor and no provision contained in this Agreement or any acts of the parties hereto shall be deemed to create such a relationship.
3. Use License
- Permission is granted to use the software created by Third River Marketing LLC for commercial use. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the software for any commercial purpose other than what it was intended for
- attempt to decompile or reverse engineer any software created by Third River Marketing LLC
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Third River Marketing LLC at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
4. The Company’s Charges. Distributor agrees to pay the Company a $997 one-time setup and $147 per month as a system license, in exchange for the products and services provided by the Company under Section 4 below. The monthly system license also includes up to 10 clients / review engines. This is billed via electronic billing with an automated recurring billing. Additional review engines are available in packs of 10 for $97/mo.
5. Products and Services Provided by the Company.
Provided the Distributor has performed its responsibilities as set forth in Section 5 below, the Company shall provide the following:
a) Setup of a white label version of the Company’s review engine system (the “System”); The system will be installed and maintained on Company’s servers.
b) Provide training and marketing materials to help support the Distributor;
c) Provide ongoing updates and support for the technology
6. Distributor Responsibilities
6.1 Setup of customer review engines. The Distributor is responsible for the setup of their client’s individual review engine and settings. Company will provide instructions.
6.2 Payment. The Distributor must pay all charges in the amounts and times as specified in Section 3 above.
6.3 Company Rules. Distributor shall comply with all rules, regulations, and policies adopted by the Company from time to time.
6.4 Licensing. Distributor shall comply with all laws, regulations, ordinances and decisions governing the licensing, solicitation and sales contemplated by this Agreement.
7. Indemnity. Distributor agrees to defend, indemnify, and hold Company, its officers, directors, employees, and agents harmless from any claims or damages, including attorney fees, arising out of acts or omissions of Distributor in connection with work performed pursuant to this Agreement or any breach of this Agreement.
8. Termination. This Agreement may be terminated by either party for any or no cause, after providing 10 days written notice to the non-terminating party. Upon termination of this Agreement, the Distributor shall promptly return all software (if any), marketing materials, training resources and other information provided by the Company in connection with this Agreement.
Upon termination, Distributor understands that the all review engines and reviews will be turned off unless the Distributor’s client would like to continue using the review engine technology and pay the Company directly for ongoing use of the technology. At this point, the Company would transfer all reviews and the review engine to one of it’s brands and continue the service for the customer.
9 General Provisions
9.1 Successor Interests. This Agreement and all rights and liabilities under it and in and to any and all obligations secured here and in and to all collateral shall inure to the benefit of Distributor and his successors and assigns, and shall be binding on Company and its successors and assigns. However, the Distributor cannot assign its rights in this Agreement to any other party, without the written consent of the Company.
9.2 Further Assurances. The Distributor shall execute, acknowledge, and deliver, from time to time, such further instruments as the Company may require to accomplish the purposes of this Agreement.
9.3 Notice. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be effective when actually delivered or when deposited in the mail, registered or certified, addressed to the parties at the addresses stated in this Agreement or such other addresses as either party may designate by written notice to the other.
9.4 Attorneys’ Fees. In the event this Agreement is placed in the hands of an attorney for enforcement, the party in default agrees to pay the reasonable costs and expenses of enforcing this Agreement, including reasonable attorneys’ fees. In the event a suit or action is filed to enforce this Agreement or to construe or interpret this Agreement, the prevailing party shall be entitled to recover the reasonable costs and expenses of the suit or action, at trial or upon appeal, including reasonable attorneys’ fees.
9.5 Prior Agreements. This Agreement is the entire agreement between the parties pertaining to its subject matter, and it supersedes all prior agreements, representations, and understandings of the parties. There are no agreements, representations or warranties except as set forth in this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.
9.6 Number, Gender, and Headings. In this Agreement, the singular shall include the plural and the plural shall include the singular. Any indication of gender of a party in this Agreement shall be modified, as required, to fit the gender of the party in question. The headings used in this Agreement are solely for convenient reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement.
9.7 Severability. If in any judicial proceeding a court shall refuse to enforce any of the provisions of this Agreement, any unenforceable provision shall be construed or modified to the extent necessary to make such provision enforceable or, only if such construction or modification is not possible, the unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such proceeding to the extent necessary to permit the remainder of the Agreement to be enforced in such proceeding.
9.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
9.9 Choice of Law, Venue. This agreement shall be governed by and construed in accordance with the laws of the state of Oregon. The parties consent to jurisdiction and venue in Marion County, Oregon.
Modified May 8, 2013