No Guarantee of Performance or Income
Client understands that there cannot be any guarantee of success or promise of the income level from any business. GMRWebTeam makes no promise that websites through this program will generate income for the client. Client should do the due diligence and talk to their advisors to identify the opportunity of this service.
Ownership of the Ecommerce Partnership Website
Items provided by GMRWebTeam to the client
For the sign up fee for website design, $25 per month hosting & maintenance fee and 7.5% of the sales from the website:
- Register the domain name
- Build the website
- Host it
- Manage it
- Do basic marketing – optimize the website, submit in search engines, submit in selected directories
- Send you step-by-step instructions for marketing your website to bring it up on the search engines
For additional low fee, GMRWebTeam will:
- Identify domain name for the product you want to sell.
- Identify drop shipper for your product and find all information – send you the final contract to sign.
- Perform search engine marketing for the package that the client has purchased.
Items Not Provided as Services or Deliverables
Ad production, copy writing, graphic design, audio/video materials, interactive media development, infomercials and other advertising fulfillment services are not included as services or Deliverables, but shall be offered to Client through Global Marketing Resources fulfillment services.
To execute this WEBSITE properly, the client will see GMRWebTeam confidential information of the business process, including future plans, business strategies, and other proprietary information (collectively, the "Confidential Information"). Client agrees that it will take reasonable steps to assure that Confidential Information is not divulged, disclosed, or communicated to any third party without the prior written consent of GMRWebTeam. Confidential Information shall not include information previously known to the client, properly received from a third party or in the public domain.
While GMR makes all attempt to complete the website in time and completely free of bugs; it cannot guarantee the delivery date or that nothing wrong will happen to the website. GMR will fix any bug and will attempt to deliver the website in time. However, GMR cannot be held responsible for any losses due to a delay in delivery or a bug that may show up. By signing this contract, the client indemnifies GMR from any losses that may happen due to project delays or bugs in the codes.
What if Client stops payment for hosting/maintenance of the website?
In the event that the client stops making payment for hosting/maintenance of the website because of credit card decline, GMRWebTeam will notify to the client about its failure and asking for a new card. If the payment is past due for three months, then GMRWebTeam retains the rights to take over the ownership of the website. Client relinquishes any rights to the website after three months of non-payment.
What if Client abandons the website?
In the event that the client abandons the website, GMRWebTeam has the right to take over the ownership of the website.
The following constitutes the abandonment of the website:
- If the drop shipper cancels the account with the client because of non-performance or unethical or unwarranted business practices of the client.
- If the credit card processor cancels the client’s account due to violation of client’s contract with the processor.
- If the client is prosecuted for criminal conduct.
- If the client tries to sell anything on the website other than the products of the drop shipper who the client has selected.
- If the client ever tries to sell any adult or pornographic products on the website.
What if Client sells the website?
Since the website is a business property, it can be sold to a buyer. Client agrees to the following terms with GMRWebTeam regarding sales of their website:
- The valuation of the website will be minimum of 96 (Ninety six) times gross margin of the last three months average or eight times of the annual gross revenue; whichever is the higher amount.
- Client wanting to sell it for less will need to get GMRWebTeam’s express permission.
- GMRWebTeam reserves the first right of refusal to purchase the website if the agreed upon price is less than 96 times the average gross revenue the latest three months of business or eight times of the annual gross revenue; whichever is the higher amount.
- GMRWebTeam will receive 10% of the sales price of the website.
The buyer may or may not decide to sign a new contract with GMRWebTeam.
What if Client decides to severe relationship with GMRWebTeam, but decides to keep the website?
Client can takeover the website and sever relationship with GMRWebTeam by agreeing to pay 10% of the average gross revenue the latest three months of business or eight times of the annual gross revenue; whichever is the higher amount.
If the parties hereto should have any dispute arising out of or relating to this Agreement or the parties’ respective rights and duties hereunder, then the parties agree to refer the matter to binding arbitration by the American Arbitration Association under its Commercial Rules.
No Limit on GMRWebTeam Engagements
GMRWebTeam and Consultant are not limited in any way in pursuing other business engagements, provided however, neither will disclose Confidential Information of Client in any such engagement. Client agrees that this Agreement does not prevent GMRWebTeam from providing similar services to other clients using the general marketing concepts and the know how and experience gained hereunder or from developing products or services which might be competitive with the Deliverables and materials provided hereunder.
Information and Audit Rights
GMRWebTeam shall have full access to the books and records of Client which could bear upon, or lead to information that might bear upon proper payment of such amounts. Such right shall extend to principals of and/or professionals engaged by GMRWebTeam, and shall include the right to copy any such materials.
GMRWebTeam does not require any time commitment from its clients. A client can stop using GMRWebTeam services by giving GMRWebTeam two-week notice. Client can either purchase the website or relinquish the rights to the website, in which case GMRWebTeam will takeover the ownership of the website.
Ownership and License of Deliverables
GMRWebTeam reserves the right to increase prices of its services to its client. The client will get a 90 day notice prior to the price increase and will have the option to opt out of the program.
Non-Payment by Client
In the event of non-payment by the client, GMRWebTeam reserves the right to discontinue its services and take the ownership of the website. Client may need to pay a one-time fee and revised subscription fee to get resign the ecommerce partnership website.
Entire Agreement; Amendment
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.