TVG ONLINE MEMBERSHIP AGREEMENT
This Membership Agreement (the “Agreement”) is entered into as of the date set forth below by and between The Vendor Guide, LLC, a Texas limited liability company, with its principal office located in Tarrant County, Texas (the “Company”), and the undersigned individual or entity (the “Member,” and collectively with the Company, the “Parties”).
1. MEMBERSHIP SCOPE AND BENEFITS
1.1. Membership Tiers
The Member agrees to enroll in the selected membership tier outlined below, acknowledging and accepting the associated benefits and obligations:
(a) Basic Membership
- Payment Options:
- Monthly Fee: Four Hundred Ninety-Nine Dollars ($499.00), or
- Annual Fee (with 10% Discount): Five Thousand Three Hundred Eighty-Eight Dollars ($5,388.00).
- Benefits:
- Inclusion/ad placement in the interactive digital flip book.
- One (1) spotlight email campaign every three (3) months.
- Ad placement in bi-annual publications.
- Placement in BidQuest for job bids from property managers.
- Ten percent (10%) discount on Member-branded promotional products and trade show booths.
- Selection of up to two (2) categories in one (1) market.
(b) Premium Membership
- Payment Options:
- Monthly Fee: Eight Hundred Ninety-Nine Dollars ($899.00), or
- Annual Fee (with 10% Discount): Nine Thousand Seven Hundred Eighty-Eight Dollars ($9,788.00).
- Benefits:
- All Basic Membership benefits.
- Unlimited categories in one (1) market.
- Two (2) spotlight email campaigns every three (3) months.
- Priority placement in digital and print listings.
- Fifteen percent (15%) discount on Member-branded promotional products and trade show booths.
- Enhanced ad engagement analytics and performance reports.
(c) Elite Membership
- Payment Options:
- Monthly Fee: One Thousand Two Hundred Ninety-Nine Dollars ($1,299.00), or
- Annual Fee (with 10% Discount): Fourteen Thousand Ninety Dollars ($14,090.00).
- Benefits:
- All Basic & Premium Membership benefits.
- Unlimited categories across all markets.
- Four (4) spotlight email campaigns per year.
- Dedicated customer success representative.
- Twenty percent (20%) discount on Member-branded promotional products and trade show booths.
- Advanced ad performance analytics and quarterly consultation reports.
2. TERM AND TERMINATION
2.1 Initial Term
The term of this Agreement shall commence upon confirmation of the first payment and shall continue for a period of twelve (12) months from that date (the “Term”).
2.2 Renewal
This Agreement will automatically renew on a month-to-month basis following the initial Term unless terminated in accordance with Section 2.3 or 2.4.
2.3 Termination by Member
The Member may terminate this Agreement by providing ninety (90) days’ written notice to the Company. The Member remains responsible for all fees accrued through the termination date.
2.4 Termination by Company
The Company reserves the right to terminate this Agreement at any time and without liability if:
(a) The Member fails to pay fees within ten (10) days of the due date.
(b) The Member violates any material term of this Agreement.
(c) The Member’s actions are deemed harmful to the reputation, business operations, or interests of the Company.
2.5 Effect of Termination
Upon termination, the Member will forfeit all remaining benefits, including digital and print placements, unused discounts, and spotlight campaigns. No refunds will be provided for partial months or unused benefits.
3. FEES, PAYMENTS, AND ADJUSTMENTS
3.1 Fee Payment Terms
The Member agrees to pay all fees associated with the selected membership tier. Fees are due on the first (1st) day of each month via the payment method designated by the Member.
3.2 Discount for Full Payment
Members who choose to pay the full annual membership fee in advance are eligible for a ten percent (10%) discount on the total membership cost. To qualify for this discount, payment must be made in a single lump sum at the time of enrollment or at the start of a new membership term. The discounted payment must be processed successfully through the payment method designated by the Member. Once paid, the discounted amount is non-refundable, regardless of early termination or changes to the Member's status during the membership period. This discount cannot be combined with any other promotions, offers, or credits unless explicitly stated by the Company in writing.
3.3 Late Payments and Suspension of Services
Payments not received within ten (10) days of the due date will incur a late fee of Twenty-Five Dollars ($25.00) or five percent (5%) of the overdue amount, whichever is greater. The Company reserves the right to suspend services until payment is received.
3.4 Fee Adjustments
The Company reserves the right to adjust fees for any membership tier after the initial Term. Written notice of adjustments will be provided no less than thirty (30) days prior to implementation.
3.5 Non-Refundability
All fees paid under this Agreement are non-refundable, including but not limited to early termination by the Member or unused benefits.
4. MEMBER REPRESENTATIONS AND WARRANTIES
4.1 Accuracy of Information
The Member represents that all information provided to the Company is true, accurate, and complete.
4.2 Use of Company Services
The Member agrees to use all Company services, platforms, and features in compliance with applicable laws and Company policies.
4.3 Ownership of Materials
The Member represents and warrants that all materials submitted to the Company, including logos, images, and text, are either owned by the Member or properly licensed for use.
4.4 Indemnification
The Member agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and agents from and against any claims, damages, or expenses arising out of:
(a) The Member’s breach of this Agreement.
(b) The Member’s use of the Company’s platforms or services.
(c) Intellectual property infringement claims related to materials provided by the Member.
5. COMPANY LIMITATIONS AND DISCLAIMERS
5.1 No Guarantee of Results
The Company does not guarantee specific results, outcomes, or returns on investment for the Member.
5.2 Limitation of Liability
The Company’s total liability under this Agreement shall not exceed the total membership fees paid by the Member during the twelve (12) months preceding the claim.
5.3 Service Interruptions
The Company shall not be liable for service interruptions caused by factors beyond its reasonable control, including but not limited to technical issues, natural disasters, or third-party failures.
6. MEDIATION AND ARBITRATION
6.1 Mediation
The Parties agree to attempt to resolve disputes through good faith mediation in Tarrant County, Texas, before initiating arbitration. The costs of mediation will be shared equally by the Parties.
6.2 Arbitration
If mediation fails, the dispute shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration shall take place in Tarrant County, Texas, before a single arbitrator. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.
7. INTELLECTUAL PROPERTY
7.1 Company Materials
All materials, tools, and platforms provided by the Company, including but not limited to advertisements and other created content, remain the exclusive property of the Company and are protected by applicable intellectual property laws.
7.2 Limited License
The Member is granted a limited, non-exclusive, non-transferable license to use the Company’s platforms and services for the purposes outlined in this Agreement.
8. GOVERNING LAW AND VENUE
8.1 Governing Law
This Agreement shall be governed by the laws of the State of Texas.
8.2 Venue
All disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Tarrant County, Texas.
9. ADDITIONAL PROVISIONS
9.1 Force Majeure
The Company shall not be liable for delays or failures to perform due to events beyond its control, including but not limited to acts of God, labor disputes, and governmental restrictions.
9.2 Severability
If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.
9.3 Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.
9.4 Amendments
This Agreement may only be amended in writing, signed by both Parties.
9.5 Notices
All notices under this Agreement must be in writing and delivered to the addresses provided by the Parties.
