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The RV Enterprise’s
promise to our customers is
to provide quality reseller items for
your business, to maximize
your profits and service.
We
will also make every effort
to resolve any disputes in a
business like and timely
manner. The RV Enterprise reserves the right to
refuse service to anyone.
The RV Enterprise is
not liable for mistakes,
errors or products. By using
the RV Enterprise website, the user of this
website understands and
agrees to the terms of
service of RV Enterprise.
All Resellers are subject to
and agree to RV Enterprises
Reseller NDA/NO LIABILITY
AGREEMENT.
Central Valley Spotlight /
R&V Enterprise and its
Affiliates defined in this
contract as the “Disclosing
Party & Property Owner”,
located at 1614 W Alamos,
Fresno, California 93705,
USA.
For the purpose of this
Agreement, the term
affiliate or Affiliates
means, with respect to any
party, any person,
corporation or other legal
entity that, directly or
indirectly, controls, is
controlled by or is
under common control with
such party. For purposes of
definition, "control"
(including, with correlative
meanings, the terms
"controlling", "controlled
by'” and "under common
Control with"), means the
possession, directly or
indirectly, of the power (I)
to vote securities having
ordinary voting power
sufficient to affect a
majority of the directors of
such party or (ii) to direct
or cause the direction of
the management and policies
(Including investment
policies) of that party,
whether by contract or
otherwise. This Agreement is
intended to encompass the
Affiliates of the parties
hereto Consequently, Central
Valley Spotlight / R&V
Enterprise, and its
affiliates may disclose
Information/Customer to the
other party or its
Affiliates, and the other
party or Its Affiliates may
receive
Information/Customers from
Central Valley Spotlight /
R&V Enterprise OR ITS
Affiliates. The terms
“Central Valley Spotlight /
R&V Enterprise OR, AND IT’S
Affiliates", in this
agreement means the
“Disclosing Party & Property
Owner” and the terms “Other
Party” or "RECEIVING Party”
means the "Receiving
Party". This agreement
shall include Affiliates of
the Other Party
(RECEIVING Party) hereto
with respect to
Information/Customer
disclosed by and received
from Central Valley
Spotlight / R&V Enterprise
OR, AND IT’S Affiliates. The
obligations of
the Receiving Party hereto
shall inure to the benefit
of the Disclosing Party &
Property Owner – Central
Valley Spotlight / R&V
Enterprise OR IT’S
Affiliates. The “Receiving
Party” and or its Affiliates
in this agreement may have
the terms and breach of this
agreement be directly
enforced by Central Valley
Spotlight / R&V Enterprise
OR IT’S Affiliates,
including appointed legal
counsel.
Whereas, the Disclosing
Party & Property Owner to
this Agreement possesses
confidential and/or
proprietary
Information/Customers/Property
defined as in this agreement
Information means
Information the “Receiving
Party” obtained, used, or
received via communication
related to Central Valley
Spotlight’s Business
Marketing Tools, online
marketing systems, domain
names, content management
systems, databases,
marketing methodologies,
content formatting and
Customers means Business
Contacts, Vendors and
Customers of the “Disclosing
Party & Property Owner”
brought to the “Receiving
Party”, including, but not
limited to, online marketing
systems, domain names,
content management systems,
databases, distribution
groups and customers,
marketing methodologies,
content formatting,
advertising, marketing,
Customers, suppliers,
Information related to
communications, internet
access devices, internet
screen phones, internet
appliances and/or related
technologies, schedules and
strategies relating to
creation of such
communication systems,
business and marketing
plans, partnership
agreements, business
strategies, and financial
plans, and in particular
Information/Customers
relating to the term and
conditions under which each
party has sold or marketed,
or will sell or offer for
side or market, commission,
internet access
communication devices,
including
Information/Customer
concerning any pricing
discounts or packages
relating to provision of
such services and marketing
strategies (the
"INFORMATION/CUSTOMERS"),
and,
Whereas, the Disclosing
Party & Property Owner (the
“Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates") desires to
disclose some of Its
INFORMATION/CUSTOMERS to the
Other Party or its
Affiliates (the "Receiving
Party") subject to the terms
and conditions or this
Agreement',
Now therefore, in
consideration of the receipt
of certain
INFORMATION/CUSTOMERS and
the promises made herein.
The Other Party or its
Affiliates (the “RECEIVING
Party”) agrees as follows:
1.
CONFIDENTIALITY,
The Receiving Party shall
maintain in trust and
confidence and not disclose
to any third party or use
for any unauthorized purpose
any INFORMATION/CUSTOMERS
received from the Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates, and may only use
such INFORMATION/CUSTOMERS
for the exclusive purpose of
performing services
contracted on a independent
contractor business
relationship. The Receiving
Party shall limit internal
disclosure only to those
persons who have a need to
know INFORMATION/CUSTOMERS,
and shall take all
reasonable measures to
protect the secrecy of and
avoid disclosure or use of
the INFORMATION/CUSTOMERS in
order to prevent it from
failing into the public
domain or the possession of
persons other than those
persons authorized hereunder
to have any such
INFORMATION/CUSTOMERS, which
measures shall include the
highest degree of care that
Receiving Party utilizes to
protect its own
Information/Customers of a
similar nature, and shall
notify the Central Valley
Spotlight / R&V Enterprise
AND IT’S Affiliates in
writing of any misuse or
misappropriation of the
INFORMATION/CUSTOMERS which
may come to the Receiving
Party's attention.
The restrictions on the
Receiving Party's use and
disclosure of
INFORMATION/CUSTOMERS as set
forth above shall not apply
to any
INFORMATION/CUSTOMERS which
the Receiving Party can
demonstrate:
(a) is wholly and
independently developed by
the Receiving Party without
the use of
INFORMATION/CUSTOMERS of the
Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates and evidenced by
documentation in the
Receiving Party’s
possession; or
(b) at the time of
disclosure to the Receiving
Party, was known to such
Receiving Party free of
restriction and evidenced by
documentation in the
Receiving Party's
possession; or
is approved for
release by written
authorization of the Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates, but only to the
extent of and subject to
such conditions as may be
Imposed in such written
authorization; or
(9) is disclosed in
response to a valid order of
a court or other
governmental body In the
United States or any
political subdivision
thereof but only to the
extent of and for the
purposes of such order;
provided, however, that the
Receiving Party shall first
notify the Central Valley
Spotlight / R&V Enterprise
AND IT’S Affiliates, in
writing, of the order and
permit the Central Valley
Spotlight / R&V Enterprise
AND ITS Affiliates to seek
an appropriate protective
order.
2.
DESIGNATION
ALL INFORMATION/CUSTOMERS
shall be subject to the
restrictions of Paragraph 1.
Whether
information/customers
communication is verbal, in
writing and or in any other
tangible/non-tangible form,
when disclosed to the
Receiving Party. All
INFORMATION/CUSTOMERS
disclosed by the Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates to the Receiving
Party under this Agreement
in any form (including,
without limitation, verbal,
executive summaries,
suppliers, business plans,
Customers, Information
incorporated in computer
software or held in
electronic storage media)
shall be and remain the
property of the Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates.
3.
NO LICENSE
OR REPRESENTATIONS
No
license to the RECEIVING
Party of any trademark,
patent, copyright, mask work
protection right or any
other intellectual property
right is either granted or
implied by this Agreement or
any disclosure hereunder,
including, but not limited
to, any license to make use
or sell any product
embodying any
INFORMATION/CUSTOMERS. No
representation, warranty or
assurance is made by the
Disclosing Party & Property
Owner with respect to the
non‑infringement of
trademarks, patents,
copyrights mask protection
rights or any other
intellectual property rights
or other rights of third
persons.
4. NO OBLIGATION.
Neither this Agreement
nor the disclosure or
receipt of any
INFORMATION/CUSTOMERS shall
be construed as creating any
obligation of the Disclosing
Party & Property Owner to
furnish
Information/Customers to the
Other Party or to enter into
any agreement or
relationship with the other
party with respect to
business.
The RECEIVING Party
acknowledges that the
Disclosing Party & Property
Owner hereto makes no
express or implied
representation or warranty
as to the accuracy or
completeness of its
INFORMATION/CUSTOMERS and
Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates shall not have
any liability or
responsibility for errors or
omissions in, or any
business decision made by
the Receiving Party in
reliance on, any
INFORMATION/CUSTOMERS
disclosed under this
Agreement.
5.
RETURN OF
INFORMATION/CUSTOMERS
All
INFORMATION and CUSTOMERS
that arise from this source
shall remain the sole
property of the Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates which originally
disclosed such
INFORMATION/CUSTOMERS, and
all materials containing any
such INFORMATION/CUSTOMERS
(including all copies made
and new business plans not
engaged by the Receiving
Party at the start of this
contract) shall be returned
to the Central Valley
Spotlight / R&V Enterprise
AND IT’S Affiliates or shall
be destroyed
by the Receiving Party or
its Affiliates, and shall
not thereafter be retained
in any form by the Receiving
Party, within ten (10)
business days following
termination or expiration of
this Agreement, upon request
of the Central Valley
Spotlight / R&V Enterprise
AND IT’S Affiliates, or upon
the Receiving Party's
determination that it no
longer has a need for such
INFORMATION/CUSTOMERS. Upon
the request of the Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates, the Receiving
Party shall certify in
writing that all materials
containing such
INFORMATION/CUSTOMERS
(including all copies
thereof) have been returned
to the Central Valley
Spotlight / R&V Enterprise
AND IT’S Affiliates.
5.
AUTO
ACCIDENTS.
This
agreement enforces that all
independent contractors and
people working with Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates shall possess and
have valid insurance
including car insurance. At
no time is Central Valley
Spotlight / R&V Enterprise
AND IT’S Affiliates
responsible for any
accidents or actions of
independent contractors and
people working with Central
Valley Spotlight / R&V
Enterprise AND IT’S
Affiliates.
6.
TERM AND
TERMINATION.
This
Agreement shall become
effective on the date first
set forth above and shall
not terminate and be in
effect after dissolution of
agreement for 2 years.
7.
NOTICE
Any notice or other
communication given by the
RECEIVING Party in
connection with this
Agreement shall be sent via
facsimile (with
confirmation) or by
registered or certified
mail, postage prepaid,
return receipt requested or
by courier service addressed
to the other party at Its
address set forth below,
Name: Central
Valley Spotlight / R&V
Enterprise
Address: 1614 W Alamos,
Fresno, Ca 93705
Attention: R H Gonzalez
Email : richardhgonzalez @
hotmail.com
8.
SURVIVABILITY
Notwithstanding any other
provision of this Agreement
each party agrees that all
of its obligations
undertaken herein as a
Receiving Party shall
survive and continue after
any termination of this
Agreement for 2 years.
9.
INJUNCTIVE RELIEF
The
RECEIVING Party agrees that
any unauthorized use of any
of the INFORMATION/CUSTOMERS
in violation of this
Agreement disclosed by a
Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates, will cause such
Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates, irreparable
injury for which it would
have no adequate remedy at
law. Accordingly, the
Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates, shall be
entitled to immediate
injunctive relief
prohibiting any violation of
this Agreement, in addition
to any other rights and
remedies available to such
Central Valley Spotlight /
R&V Enterprise AND IT’S
Affiliates.
10.
INDEMNITY
The RECEIVING
Party acknowledges that the
Disclosing Party & Property
Owner hereto makes no
express or implied
representation or warranty
as to the accuracy or
completeness of its
INFORMATION/CUSTOMERS and
the Central Valley Spotlight
/ R&V Enterprise AND IT’S
Affiliates, shall not have
any liability or
responsibility for errors or
omissions in, or any
business decision, action
and work made by the
Receiving Party.
11.
GOVERNING
LAW AND FORUM
This Agreement is made to be
governed by, construed In
accordance with, and
interpreted under the laws
of the State of California,
without regard to conflict
of law principles. Both
parties hereby
consent and submit to
personal jurisdiction of the
state or federal courts
situated in the State of
California, and all disputes
arising in connection with
the Agreement shall be heard
only by a court of competent
subject matter In the State
of California.
12.
ENTIRE
AGREEMENT.
This Agreement constitutes
the entire understanding
between the parties hereto
as to the
INFORMATION/CUSTOMERS and
supersedes all prior
discussions between them
relating thereto. No
amendment or modification of
this Agreement shall be
valid or binding on
the parties unless made in
writing and signed on behalf
of each of the parties by
its authorized officer or
representative. Neither
party may assign or
transfer, in whole or in
part, any of its rights,
obligations or duties under
this Agreement. The failure
or delay of either party to
enforce at any time any
provision of this Agreement
shall not constitute a
waiver of such party’s right
thereafter to enforce each
and every provision of this
Agreement. Should any one or
more of the provisions of
this Agreement be determined
to be illegal or
unenforceable, then such
illegal or unenforceable
provision shall be modified
by the proper court or
arbitrator to the extent
necessary and possible to
make such provision
enforceable, and such
modified provision and all
other provisions of this
Agreement shall be given
effect separately from the
provision or portion thereof
determined to be illegal or
unenforceable and shall not
be affected thereby.
ALL RESELLERS MUST SIGN,
DATE AND RETURN
AGREEMENT WITH CDL & PAYMENT
METHOD CC
RESELLERS AGREEMENT
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