This Agreement for the provision of Listing and Connection Services in an Online Marketplace relates to a contractual relationship (“Agreement”) between Lifeline USA, LLC, a Wyoming Limited Liability Company (“Lifeline”) and (“Vendor/Merchant”).
WITNESSETH
WHEREAS, Lifeline is a provider of listing and connection services for an online marketplace at www.lifelineusa.store and/or other connection services and solutions; and
WHEREAS, Vendor/Merchant desires to be listed in Lifeline’s online marketplace and purchase Lifeline’s connection services and solutions; and
WHEREAS, Lifeline and Vendor/Merchant desire to contract upon the terms of this Agreement.
NOW THEREFORE, Lifeline and Vendor/Merchant agree as follows:
A. The above recitals are incorporated herein and made a part of this Agreement by way of this paragraph.
B. Lifeline will provide the following services and solutions (“Services and Solutions”) to Vendor/Merchant:
- Listing Vendor/Merchant in Lifeline’s online marketplace (“LifeLine Marketplace”); and
- Free promotion of Vendor/Merchant’s business and products on/in the LifeLine Marketplace.
Vendor/Merchant may opt to purchase additional paid programming of his/her business and products in the LifeLine Marketplace and additional channels, e.g., social media channels, as an add-on for an additional charge.
C. Vendor/Merchant has read, understands, and agrees to Lifeline’s Lifeline Marketplace terms and conditions available at https://lifelineusa.store/terms-and-conditions/.
D. Vendor/Merchant will pay commissions on sales made in the LifeLine Marketplace to Lifeline in the amount of 3%. Commission(s) will be billed at the point of sale and all sales revenue will be held by Lifeline until Vendor/Merchant initiates a withdrawal. Withdrawals received will be the total sales revenue earned by Vendor/Merchant less Lifeline’s commission.
E. Vendor/Merchant acknowledges and understands that Lifeline cannot guarantee increased revenue or lead generation for Vendor/Merchant by virtue of utilizing Lifeline’s Services and Solutions.
F. Lifeline enters into this Agreement expecting Vendor/Merchant will remain in business in the foreseeable future to fulfill its obligations as set forth in the Agreement. Accordingly, Vendor/Merchant represents and warrants that:
i. It is familiar with the Lifeline’s LifeLine Marketplace;
ii. It is familiar with and is satisfied as to all local conditions which may affect cost and/or performance of its obligations contemplated and required by this Agreement, included but not limited to taxes such as a sales tax and/or income tax;
iii. Vendor/Merchant is responsible for collection and payment of all applicable taxes, including but not limited to sales tax and income tax.
iv. It has obtained the necessary authority and/or licenses from all property right holder(s) necessary to be listed on and in Lifeline’s LifeLine Marketplace, including but not limited to all Intellectual Property (IP) rights and licenses of property right holders;
G. Either party may terminate this Agreement, with or without cause, at any time upon ninety (90) days written notice to the other party. Upon Vendor/Merchant’s termination, payment is due for all Services and Solutions rendered through the last day of service, i.e., ninety (90) days from the date of notice of termination.
H. Neither party may assign this Agreement and its obligations hereunder without the other party’s prior written consent.
I. Vendor/Merchant agrees to indemnify and hold harmless Lifeline from and against legal liability for all claims, losses, damages, and expenses, including the costs of defense, to the extent such claims, losses, damages or expenses are caused by Vendor/Merchant’s conduct, acts, errors, or omissions.
J. Vendor/Merchant shall pay all reasonable Attorney’s fees, expert witness fees, and costs (including but not limited to costs of collection) incurred by Lifeline in enforcing the terms and provisions of this Agreement and in defending any proceeding to which either Vendor/Merchant or the Lifeline are made parties as a result of Vendor/Merchant’s conduct, acts, errors or omissions.
K. In no event shall Lifeline by liable for indirect, incidental, special, consequential or punitive damages arising out of the services and/or solutions provided under this Agreement.
L. Any claims, disputes, or liabilities of the parties or other matters between Vendor/Merchant and Lifeline shall be resolved in the Circuit Court of Fremont County, Wyoming, in accordance with Wyoming state law. Lifeline and Vendor/Merchant are not precluded, of course, from consenting to mediation or arbitration, but in no event shall mediation or arbitration be mandated by this Agreement.
M. This Agreement represents the entire understanding and agreement between the parties hereto and supersedes any and all prior agreement(s) or representations, whether written or oral that may exist between the parties.
N. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.
O. This Agreement is the joint product of Lifeline and Vendor/Merchant and each provision hereof has been subject to the mutual consultation, negotiation and Agreement of the parties and shall not be construed for or against either party hereto. By way of this provision it is intended by the parties that any rule of construction that a document shall be interpreted or construed against the drafter of such document shall not be applicable.
P. The parties have carefully read this Agreement and have asked any questions needed to understand its terms, consequences, and binding effect and fully understand them and have been given an executed copy. The parties have sought the advice of any attorney of their respective choice if so desired prior to signing this Agreement.
Q. All notice required by this Agreement shall be provided in writing to:
For Lifeline: For Vendor/Merchant
LIFELINEUSA, LLC by Thomas Tyznik, President