Channel Partner Agreement
This Software as a Service Agreement (this “Agreement“), effective as of today (the “Effective Date“), is by and between TARA LLC, a Wyoming Limited Liability Company (“Provider“), and You (“Channel Partner“). Provider and Channel Partner may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS, Provider operates a mail forwarding service under US Global Mail brand that serves local, national and international subscribers throughout the U.S. with physical mailing address and mail forwarding services; and
WHEREAS, Provider developed and owns a proprietary software and Internet-based application to provide, digitize, store, forward and remail physical mails delivered to the Channel Partner’s physical address; and
WHEREAS, Channel Partner desires to provide physical addresses for Provider’s Customers, accept delivery of Customer’s mail, digitize, scan, store, securely shred, repack and remail them using Provider’s Services; and
WHEREAS, Provider desires to engage Channel Partner as an independent contractor to provide physical address and virtual mailbox services, accept delivery of Customer’s mail and forward them electronically to Customers; and
WHEREAS, Channel Partner must have access to Provider’s Services to be able to perform its responsibilities to Provider; and
WHEREAS, Provider desires to provide Channel Partner access to the Services, and Channel Partner desires to access Provider’s Services subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
During the Term of this Agreement, Channel Partner, shall at its own cost, obtain and keep in force for the benefit of Channel Partner and Provider insurance/and or bonds required by law and the following insurance to be issued by insurance carriers with a minimum rating in A.M. Best of A- or better with minimum limits as set forth below:
(i) Worker’s Compensation per statutory requirements;
(ii) Employer’s Liability Insurance; with minimum limits on an occurrence basis of $1,000,000 per occurrence;
(iii) Commercial General Liability with minimum limits on an occurrence basis of: $1,000,000 per occurrence and $2,000,000 aggregate (include Bodily Injury, Broad Form Property Damage, Completed Products, Completed Operations, Premises/Operation, Contractual, Owners and Channel Partner Protective; and Umbrella Liability with minimum of $5,000,000; and
(iv) Business Automobile Liability Insurance covering all vehicles used in connection with the Virtual Mailbox Service and covering Bodily Injury and Property Damage with a combined single limit equal to: $2,000,000 (include owned, non-owned and hired vehicles);
(v) Professional Errors and Omissions Insurance covering the activities of Channel Partner written on a “claims made” basis with a minimum limit equal to: $5,000,000 per occurrence (include coverage for breach of privacy, loss of confidential information and identity theft); and Commercial Crime Insurance covering the dishonest activities of Channel Partner and Channel Partner Personnel written on a “claims made” basis with a minimum limit equal to: $5,000,000 per occurrence.
(vi) Provider reserves the right to require increased limits of coverage referred to in this Agreement as circumstances may dictate. Provider shall be named as additional insured with respect to General Liability Insurance and Professional Errors and Omissions Insurance and named Loss Payee on Commercial Crime Insurance. It is the intent of both parties to this Agreement that all insurance purchased by Channel Partner in compliance with this Agreement, will be primary to any other insurance owned, secured, or in place by Provider whose insurance shall not be called upon by Channel Partner’s insurer to contribute in any way. Channel Partner shall secure endorsements to this effect from all insurers of such policies. At Provider’s request, Channel Partner shall furnish Provider with certificates of insurance and with copies of original endorsements affecting coverage required by this clause. The certificates and endorsements shall identify Provider as an additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. Provider reserves the right to require complete, certified copies of all required insurance policies, at any time. This Section shall in no way affect the indemnification, remedy or warranty provisions set forth in this Agreement.
(A) fails to maintain CMRA registration; or losses USPS authorization to be a CMRA;
(B) breaches any of its obligations under this Agreement;
(C) assigns or attempts to assign any interest in this Agreement or delegation of Channel Partner’s obligations under this Agreement without prior written consent;
(D) enters into any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of any material interest in the direct or indirect ownership or any change in the management of Channel Partner;
(E) fails for any reason to function in the ordinary course of business;
(F) fails to fulfill or perform any of the responsibilities or obligations of Channel Partner under this Agreement;
(G) is convicted in a court of competent jurisdiction of Channel Partner, or a manager, partner, principal, officer or major stockholder of Channel Partner, for any violation of law;
(H) submits to Provider false or fraudulent reports or statements including, without limitation, claims or any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment;
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.