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Supplier Terms and Conditions

  1. Supplier certifies that the information supplied on the attached application is true and correct of Supplier's own knowledge. 

  2. Obligations of Crowdcauses. Company shall advertise and otherwise obtain customers for referral to its network of Professionals (“Suppliers”), including Supplier. Upon inquiry by a prospective customer, Company shall charge such customer a fee set by Company, at which time the prospective customer shall become a “Member.” Company shall provide each Member with a name or names of Suppliers geographically suitable to the Member at with posted deals and discounts. The Member is then free to contact any of the Supplier(s) provided to the Member to obtain products and services. Company will have the discretion to choose the number and identity of the Suppliers in any area. Nothing in this Agreement shall be interpreted as a guarantee or assurance by Company of any particular number of Members contacting Supplier, or of any Members at all.  

  3. Obligations of Supplier. Supplier shall perform the professional services appropriately sought by a Member who contacts Supplier, consistent with industry standard practices prevailing from time to time in the area where the services are provided. Notwithstanding the previous sentence, Supplier need not perform any services for a Member that Supplier, in Supplier's professional judgment, deems not in the Member's best interest. Supplier must maintain a quality customer feedback rating to retain their standing in the Company. Supplier shall charge and collect the fees for Supplier's services to Member from Member. Supplier is not obligated to pay Company any fee for its referral or other services.  

  4. Supplier Rules. Supplier agrees to be bound by the Supplier Rules, as such rules may be amended by Company from time to time in its reasonable discretion, and to abide by them. Company shall not mandate or impose any rules that violate standards of good customer service.  Supplier must confirm that customer has a valid Member Card at time of initial purchase and at the time of delivery. Supplier must ensure only the highest level of customer service and reviews.  Supplier must share at least 2 social media messages a month provided by Crowdcauses. 

  5. Supplier's Required Notifications. Supplier shall promptly notify Company in writing, during the term of this Agreement, of any occurrence which makes any statement in this Agreement or in the attached application untrue or inaccurate. Further, Supplier shall notify Company in writing immediately if Supplier's professional liability insurance is terminated or decreased, or if Supplier ceases business whether temporary, indefinite or permanent, or otherwise unable to accept referrals, or if Supplier is cited or notified by any governmental agency concerning any aspect of Supplier's business or premises, including but not limited to those that relate to customer safety and customer care. 

  6. Consent to Furnish Information. Supplier consents that information about Supplier contained in the application or otherwise known to Company may be furnished to Members. 

  7. Covenant Not to Compete. Supplier agrees and covenants that she will not, without the prior written consent of Company, directly or indirectly, for a period from the date hereof until 3 years following the effective date of the termination of the Agreement for any cause or reason whatsoever (hereinafter referred to as the "Restriction Period"): (1) assist, support, or become associated as an employee, agent, partner, controlling shareholder, consultant, coventurer or otherwise, directly or indirectly, with any person, firm or entity which directly or indirectly competes with Company or is engaged in a competitive business within the State of Texas or within any territory in which the Company operates; (2) call upon, solicit, advise or otherwise do, or attempt to do business with Suppliers and customers of Company contacted by Supplier on Company’s behalf; or (3) interfere with or attempt to interfere with or hire any directors, officers, employees, independent contractors, representatives or agents of Company, or induce or attempt to induce any of them to leave the employ of Company, or violate the terms of their contract with any of them.  

  8. Proprietary and Confidential Information. Supplier recognizes that the success of Company’s business depends to a substantial extent upon the maintenance of strict secrecy with respect to trade secrets and other confidential information of the company and of its customers and others who provide information to Company under a confidentiality obligation (hereinafter called "Confidential Information"), and that Supplier has acquired, or may acquire, such Confidential Information during the course of performing services for the Company under the Agreement. For purposes of this Agreement, Confidential Information means all Company information both written and oral, involving strategic and development plans, financial statements, products and services, financial condition, pricing data, business plans, co-developer identities, data, business records, customer lists, project records, correspondence, market reports, employee lists and employee information, suppliers and vendor lists, formulas, business manuals, policies and procedures, ideas, concepts, systems, practices, methods, techniques, processes, studies, technologies, inventions, discoveries or theory and all other information which may be disclosed by the Company or to which Supplier may be provided access by the Company or others in accordance with this Agreement, or which is generated as a result of or in connection with the Company’s business purposes which is generally not made available to the public. 

  9. Hold Harmless. Supplier agrees to indemnify and hold Company, its Affiliates, and their Representatives harmless from any and all damages, losses, costs, and liabilities (including, without limitation, reasonable legal fees and the cost of enforcing this indemnity, whether prior to, during or after trial, on appeal or in bankruptcy proceedings) that it or they may suffer or incur, that have arisen out of, resulted from or are related to: (1) any claims, actions, or lawsuits by third parties against Company, its Affiliates, or any of their Representatives involving or arising from the products and services advertised and sold by Supplier or its use of IP Rights including without limit in Regulatory Filings by Supplier to the extent not directly attributable to any fault of Company; (2) any disclosure or use of Confidential Information (as defined in Section 8 above) by Supplier, or any of Supplier’s Representatives that is not permitted under the terms of Section 8 of this Agreement; (3) the failure by Supplier to comply with any of the Policies & Standards; or (4) any breach by Suppliers of its representations, warranties, and covenants set forth in this Agreement, hereinabove, or other failure by Supplier to comply with any of the other terms or conditions of this Agreement. 

  10. Term and Termination. The term of this Agreement shall begin on the date first written above, and continue until terminated as provided in this Paragraph. Company may terminate this Agreement upon written notice to Supplier for cause, which includes any breach of this Agreement, failure to maintain the professional liability insurance coverage required under the Supplier Rules or conviction of a felony. Supplier may terminate this Agreement at any time upon fourteen (14) days' prior written notice. Company may terminate this agreement without notice.  Notwithstanding the foregoing, upon termination, Supplier shall (i) continue to provide Members products and services at the flat 20% discounted rate in this Agreement for fourteen (14) days after notice by either party, and (ii) fulfill all existing services, orders or contracts to completion. Supplier agrees to fulfill any Member obligation contracted under the pricing and terms of this agreement.  

  11. Assignment. Supplier shall have no right or power to assign any rights or delegate any duties created by this Agreement to any entity or person, except to a professional corporation of which Supplier is the sole shareholder.   Company may assign any and all rights under this agreement without notice. 

  12. Waiver. No waiver of a breach of any provision of this Agreement shall be deemed a waiver of any other breach of either the same or any different provision. 

  13. Entire Agreement. This Agreement, taken together with such documents as are referenced herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements, promises, negotiations or representations, whether oral or written, between the parties relating to the subject matter hereof, and any such agreements, promises, negotiations or representations not expressly incorporated in this Agreement shall be of no force or effect. 

  14. Governing Law. This Agreement is subject to, and shall be governed solely by, the laws of the State of Texas. 

  15. Communication.  Supplier opts into receiving communications from Crowdcauses related to conducting business, new promotions, additional business opportunities or any other reason deemed necessary by Crowdcauses to conduct business with Supplier including email and text messages.

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