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DECLARATIONS
This Agreement for Service is with TraxxMarketing.
1. SERVICES AND RESPONSIBILITIES
- 1.1 TraxxMarketing, located at 14 Red Leaf Lane; Ladera Ranch, CA 92694, hereinafter referred to as TM, agrees to operate the compliance
support service on behalf of ________________________________ ,
located at ___________________________,
hereinafter referred to as Client. The details of the service to be performed for Client are described in Appendix A.
- 1.2 TM will operate the system for Client Monday through Friday except for legal holidays. TM will prepare the letters, messages,
and notices provided by this service at its facility from the raw data supplied to TM by Client. TM will then transmit to the consumers any e-mail
versions of the documents when applicable. TM will transfer the printable versions of the documents to Client for final printing and mail handling.
Client will also receive the report of daily activity for printing and retaining as proof of fulfillment.
- 1.3 Client will provide and bear the cost of necessary computer equipment, printers, modems or DSL connections to the Internet,
and telephone lines required by the service to transfer data and receive inbound e-mail sent to Client's facility. In order to use the system,
Client must maintain access to the Internet and be using the following operating systems and software: Windows 95, 98, XP, NT or 2000 AND MICROSOFT OFFICE WORD.
Additionally, if Client is a mortgage company, it will use Calyx POINT loan origination software for the duration of this agreement. Any change to different
loan origination software must be agreeable to both MT and Client. A sixty day transition period is necessary to build new interfaces to TM.
- 1.4 All letterhead, paper, printing, and mail handling costs are the responsibility of Client.
- 1.5 TM will not interact directly with any of Client's customers without first receiving written permission from Client.
- 1.6 Data will be transferred from Client to TM by the following method: Client will use the automated upload program provided by TM.
Telephone and Internet service charges for data transferred to the TM web site by Client are the responsibility of Client. Telephone and Internet service
charges for data transferred from TM to Client are the responsibility of TM.
2. FEES AND BILLING
2.1 Fees: See Appendix A.
- 2.2 Billing: Payment is due in advance of service rendered.
- 2.2.1 Invoices will be sent to Client on or before the 15th day of the month and are due by the first of the month to which they apply.
At the sole option of TraxxMarketing, the service may be suspended if payment remains unpaid for 30 days past the due date.
- 2.2.2 Checks should be made payable to TraxxMarketing, and mailed to: TraxxMarketing, P.O. Box 80507; Rancho Santa Margarita, CA 92688.
3. LIMITATION OF LIABILITY
- 3.1 TM's responsibilities under this agreement are to replicate the documents according to Client's specifications in a timely manner.
TM does not warrant that the documents themselves are compliant; that is Client's legal responsibility. In that Client is responsible to provide compliant
wording for the documentation supplied to TM, TM advises that Client secure documentation from a reputable company that is in the business of researching
and providing compliant documentation for the Client's industry. Additionally, if Client has any doubts regarding a specific wording, TM further recommends
that Client seek the advice of local counsel or of the Attorney General of the state governing the transaction in question.
- 3.2 Again, TM's responsibilities under this agreement are to replicate the documents according to Client's specifications in a timely manner.
Provided that Client places the raw data at the data upload web site by 7p.m. PST each day, TM agrees to distribute the marketing letters, compliance notices,
status updates, and reports to Client and Client's customers by 3 p.m. the next day via e-mail or, in the event that the customer does not have an e-mail address,
TM will supply Client with a printable document for these notices that cannot be delivered via e-mail. In the event that there are technical difficulties at Client's
location or at TM's location TM has an additional 24 hours to complete the processing. TM cannot guarantee that Client completes the mail-handling neither can
TM guarantee that the United States Postal service or Internet e-mail service delivers the documents.
4. CONFIDENTIALITY
- 4.1 TM acknowledges that in the course of carrying out its duties under this Agreement it will acquire access to certain information constituting
identities of Client's prospects and customers, which is proprietary in nature. As part of the material consideration for entry by Client into this Agreement,
TM agrees that it will support and abide by Client's Privacy Policy and will not sell the information so obtained to any third party, nor permit use of such proprietary
information by it or its staff members, agents, and employees. It shall not be deemed a violation of this paragraph if TM inadvertently or incidentally solicits such
customers as a result of advertising or marketing efforts of general application.
- 4.2 In the course of the parties' association, each party may have access to confidential information, records, data and trade secrets relating to
other's business, product(s), its customers, clients, principals, and other associates, including the TM support service. Such information is secret and is disclosed
to the other in confidence. The parties will not, without the other's prior written consent, directly or indirectly disclose to any third person or use any such confidential
information or trade secrets in violation of this Agreement. Any associates, corporation, organization, firm, company, trust or individual of which the party hereto is a
member of, principal of, agent for, employee of, or otherwise, is bound by this restriction. Any violation of this paragraph shall constitute "Unfair Business Practices"
under the laws of the State of California.
- 4.3 The parties further agree for themselves, their heirs, successors and assigns, agents, employees, and representatives that for a period of the life of
this agreement, plus two (2) years from the date of the last scheduled payment under this Agreement that Client will do all things necessary to protect the positions,
interests, and trade secrets of TM, and to do nothing tending to abrogate or circumvent the rights and interest of TM in connection with this transaction or any substantially
similar subsequent transaction. Any associates, corporation, organization, firm, company, trust or individual of which the party hereto is a member of, principal of, officer
or director of, agent for, employee of, or otherwise, is bound by this restriction. Any violation of this paragraph shall constitute "Unfair Business Practices" under the laws
of the State of California.
5. APPLICABLE LAW
The parties agree that this Agreement is entered into in the State of California. The parties agree that the jurisdiction, venue and applicable law involved over the persons
and subject matter of this Agreement concerning the interpretation and the resolution of any disputes between the parties shall be Orange County, State of California.
6. ARBITRATION
This agreement and any controversy or claim arising out of or relating to any part of any provision of this Agreement, or breach thereof, which is not settled to please
the parties involved shall be finally adjudicated under the Rules of Binding Arbitration of the American Arbitration Association in Santa Ana, California, by one Arbitrator
appointed in accordance with the said rules; and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction thereof, including the
award to the aggrieved party, its, successors, heirs and/or assigns for all Court costs, reasonable attorneys' fees, and other charges and damages deemed fair by the Arbitrator.
The party concerned shall send the other party a written "Notice of Controversy" setting forth the exact nature of the complaint and the facts relied upon. Agreement to the
selection of an arbitrator must occur within 30 days after "Notice of Controversy," and arbitration trial within 180 days after "Notice of Controversy." Unless otherwise agreed,
all discovery proceeding shall occur in Santa Ana, California.
7. TERM
The term of this agreement is one (1) year and is automatically renewable to a month to month agreement after the first 12 months with a 30 day written notice of intent to
cancel by both TM and Client. All modifications to this agreement must be written and signed by both TM and Client. |
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| For CLIENT Date |
For TraxxMarketing Date |
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