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 Partner Agreement

AppointmentQuest
Terms and Conditions of Service for Resellers and Private Label Partners
AGREEMENT BETWEEN PARTNER AND APPOINTMENTQUEST

  1. SERVICES OFFERED

    This Partner Agreement ("Agreement") is an agreement between you, an individual or an individual acting on behalf of your employer, a corporation, partnership, or other legal entity that will be referring or offering AppointmentQuest services ("Partner") and AppointmentQuest LLC, a Colorado limited liability company ("AppointmentQuest").

  2. OBJECT

    2.01 Services
    AppointmentQuest agrees to provide the Partner with the online appointment scheduling services (hereinafter referred to as the “Services”).

    2.02 Support
    AppointmentQuest shall provide backup support to the Partner for technical questions regarding the Services. The Partner is solely responsible for providing customer support to the end users of the Services.

  3. CONSIDERATION

    3.01 Price of the Services
    In consideration for the Services, within twenty five (25) days from the date of monthly invoice the Partner shall pay to AppointmentQuest the monthly fee as agreed, together with all applicable taxes.

    3.02 Electronic Invoicing Address
    Once a month AppointmentQuest shall either a) send its invoices to the Partner at the electronic address indicated by the Partner to AppointmentQuest after the signing of this Agreement, or b) make invoices available for secure viewing and downloading by the Partner via password protected online resource (web page) accessible to the Partner.

    3.04 Terms and Conditions of Payment
    The monthly service fees shall be payable by the Partner to AppointmentQuest in accordance with the terms and conditions of payment set forth in AppointmentQuest's payment schedule defined by the Partner Discount Plan.

    3.05 Enrollment Fee
    One-time partner enrollment fee (signup fee) is due upon completion of the enrollment process. Enrollment fee amount is determined by the Discount Plan chosen upon enrollment. Partner enrollment fee is non-refundable and non-negotiable.

  4. SPECIFIC PROVISIONS

    4.01 Representatives of the Partner
    The Partner acknowledges that the person designated by it upon enrollment shall represent it and shall have full authority to take all steps, make all decisions and give all consents required with respect to the performance of this Agreement.

    4.02 Partner Registration
    Partner agrees to: (a) provide true, accurate, current and complete information about Partner as prompted by Company's enrollment form; and (b) maintain and update this information to keep it true, accurate, current and complete. If any information provided by Partner is untrue, inaccurate, not current or incomplete, Company has the right to terminate this Agreement immediately and refuse any and all current and/or future uses of the Services. Partner representative must be age eighteen (18) or older to use the Services. Partner will receive a designated password and account upon completing the enrollment process. Partner is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under Partner's account. Partner agrees to immediately notify Company of any unauthorized use of Partner's password or account, or of any other breach of security.

    4.03 Obligations of the Partner
    The Partner undertakes as follows in favour of AppointmentQuest:

    a)  the Partner shall cooperate fully with AppointmentQuest and provide AppointmentQuest with all information required in order to ensure that the Services are provided in a proper and complete manner;
    b)  the Partner shall take up the defence of AppointmentQuest if the latter is impleaded in, or made a party to, any legal proceedings instituted by a third party and alleging a fault on the part of AppointmentQuest resulting from the use of the computer equipment or the information contained therein, and the Partner shall indemnify AppointmentQuest and hold it harmless from and against the principal amount and interest of any monetary order which is issued, as well as from and against all judicial and extrajudicial costs incurred by AppointmentQuest as a result thereof;
    c)  the Partner shall pay the monthly service fee of AppointmentQuest's Services in accordance with the terms and conditions of payment set forth in AppointmentQuest's payment schedule; and
    d)  the Partner shall give notice forthwith to AppointmentQuest if the Partner’s representative, as indicated upon enrollment, is replaced during the performance of this Agreement.

    4.04 Obligations of AppointmentQuest
    AppointmentQuest undertakes as follows in favour of the Partner:

    a)  the Services shall be provided in a professional manner, in accordance with generally accepted industry practices;
    b)  AppointmentQuest shall ensure that its employees, suppliers, associates and subcontractors, if any, fully comply with the provisions of this Agreement, in particular those relating to intellectual property and confidentiality

    4.05 Intellectual Property

    4.05.01  Definitions
    For purposes of this Agreement:
    * “Intellectual Property Right, Title and Interest” shall include, without limitation, any intellectual property right, title and interest, including any derivative right, moral right and personal right, in and to the following:

    a) any work, invention, trademark, industrial design, confidential information or trade secret, as the case may be;
    b) any certificate which registers, grants or acknowledges ownership or interests in any of the intellectual rights in question; and
    c) any request for the registration, granting or acknowledgement of ownership or interests in any of the intellectual property rights in question.

    * "Background Technology": shall include, without limitation, all programming tools, development tools, migration tools, conversion tools, data retrieval tools, Internet tools, multimedia tools, network tools, databases, operating systems, patches, processes, programs, subprograms, software, software portions, compilers, report generators, executables libraries, data, codes, documentation, notes, expertise and technological know-how.

    4.05.02  Background Technology Developed by AppointmentQuest
    All the Intellectual Property Rights, Titles and Interests in and to the Background Technology developed by AppointmentQuest before or during performance of this Agreement shall belong to, or become the exclusive property of, AppointmentQuest, as the case may be, subject to any third party Intellectual Property Right, Title or Interest.

    4.05.03  Background Technology Developed by a Third party
    If, within the scope of performance of this Agreement, AppointmentQuest uses Background Technology developed by a third party and resulting in the insertion of components into any content, AppointmentQuest shall obtain from such third party all Intellectual Property Rights, Titles and Interests allowing AppointmentQuest to insert such components and to assign the right to use and modify same to the Partner, whether by means of a licence or otherwise.

    4.05.04  Content Designed by AppointmentQuest
    Subject to the following, all Intellectual Property Rights, Titles and Interests in and to all content designed by AppointmentQuest are and shall remain AppointmentQuest’s exclusive property.

    User Licence: Upon payment of the service fees of AppointmentQuest's Services and all additional services required after the signing of this Agreement, and upon reimbursement of the expenses incurred by it if applicable, AppointmentQuest shall grant to the Partner a royalty free, universal, non-exclusive and non-transferable licence allowing it to use, reproduce, publicly display, transmit and distribute all content designed by AppointmentQuest during the Term of this Agreement solely for the purpose described herein.  Subject to the terms and conditions of this Agreement, AppointmentQuest hereby grants Partner, and Partner hereby grants AppointmentQuest, the non- transferable (except as provided herein), non-exclusive worldwide right to reproduce and display the other’s logos, trademarks, tradenames and other similar identifying material with the consent of the other party solely for the purposes described herein and in accordance with the owner’s established trademark usage policies and procedures.  In connection with the licenses granted hereunder, each party shall have the unilateral right to establish such quality standards and additional terms and conditions concerning the use of its trademarks as such party deems necessary to reasonably protect its trademarks.  Such licenses shall terminate automatically upon the expiration or termination of this Agreement.   All rights not expressly granted hereunder shall be retained by the parties.

    4.05.05  AppointmentQuest’s Residual Rights
    Notwithstanding any other provision hereof to the contrary and notwithstanding any assignment or grant of any Intellectual Property Right, Title or Interest in favour of the Partner, AppointmentQuest shall retain the following rights, without being required to pay any compensation whatsoever to the Partner:

    a)  the right to keep, use and reuse certain modules or portions of content designed or used within the scope of providing services to the Partner; and
    b)  the right to keep, use and reuse the knowledge, techniques, processes, know-how, expertise, skills, ideas, talents and other elements acquired before or during the performance of this Agreement.

    4.05.06  References to Intellectual Property Rights and Credits
    References to intellectual property rights and credit for the Services provided by AppointmentQuest shall comply with the Agreement.

    4.06 Confidentiality and Non-Disclosure Undertaking

    4.06.01  Confidentiality of Proprietary Materials and Information
    Each Party shall keep the terms of this Agreement strictly confidential. Each Party acknowledges and agrees that any AppointmentQuest technology and all information and data contained therein, together with such other material, data, and information to which Partner has access or which Partner receives from AppointmentQuest and all proprietary and confidential materials and information of Partner to which AppointmentQuest has access or which AppointmentQuest receives from Partner (all such information and materials of either party, collectively, the “Proprietary Materials and Information” of such party), are the unique, valuable, confidential, and proprietary product of Partner and AppointmentQuest, as the case may be, and contain substantial trade secrets of the owner thereof and are entrusted to the other in confidence to use only as expressly authorized in this Agreement. Each Party shall, and shall cause its employees and any other third party, including its independent contractors, representatives, affiliates, and agents who have access to such Proprietary Materials and Information, to a) keep all Proprietary Materials and Information confidential and not disclose or permit access to the Proprietary Materials and Information to any person or entity other than its employees with a “need to know” for the purpose of attaining the objects of this Agreement, and (b)  not use the Proprietary Materials and Information for any purpose other the as expressly permitted herein. Each party shall be required to apply the same standards of care that is uses with respect to its own valuable confidential information and each party represents that is uses commercially reasonable efforts at all times to protect such information. Each party shall promptly notify the other in writing of any unauthorized knowledge, possession, or use of the Proprietary Materials and Information of which it becomes aware. Each party’s obligation under this Section shall survive termination of this Agreement for the longest period permitted by applicable law. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any disclosure of Proprietary Materials and Information that is required by applicable law, rule, regulation or enforceable court order, but only to the extent specifically so required. The receiving party shall promptly inform the disclosing party in writing of the requirement (and in no event fewer than ten (10) business days prior to the date of required disclosure) and shall cooperate with the disclosing party (at the disclosing party's cost and expense) in obtaining a protective order and other reasonable protections for the Proprietary Materials and Information subject to such disclosure.

    4.06.02  Exceptions
    Proprietary Materials and Information shall not include any information that:

    a) is, at the time of disclosure, publicly available without breach of any obligations owed to the disclosing party;
    b) became known to the recipient prior to the disclosure of such information to the recipient;
    c) became known to the recipient from a source other than the disclosing party and other than by the breach of an obligation of confidentiality; or
    d) can be demonstrated to have been independently developed by the recipient.

    4.06.03  Media
    Neither party shall issue any press release identifying the parties or the existence of this Agreement nor shall identify the other, by name or logo, as a customer in its respective marketing materials and similar documents in each instance without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

    4.06.04  Non-Use of Registration Data and Equitable Relief

    a) Partner acknowledges that it may not use Customer Registration Data except as may be necessary in order to provide the Content to the respective Customers.

    b) Each party acknowledges that any use or disclosure of the other party's Proprietary Materials and Information other than as specifically provided for in this Agreement will result in irreparable injury and damage to the disclosing party that cannot be adequately compensable by monetary damages alone. Accordingly, each party hereby agrees that, in the event of the use or disclosure by the receiving party of the disclosing party's Proprietary Materials and Information (other than as specifically provided for in this Agreement or in another written and signed contract or agreement between the parties), the disclosing party shall be entitled to preliminary and permanent injunctive relief and other equitable relief as granted by any court of competent jurisdiction.

    4.07 Reciprocal Undertaking Not to Solicit Personnel
    During the term of this Agreement and for a further period of twelve (12) months following its termination, each of the Parties shall not, directly or indirectly, solicit, employ, hire or otherwise retain the services of any of the other Party’s employees. If a Party fails to abide by this obligation, it shall immediately pay to the other Party, as a penalty, an amount equal to six (6) months of remuneration for the employee in question at the time of the default.

    4.08 Useful Information
    The Partner acknowledges that, before the signing of this Agreement, AppointmentQuest has provided it with all useful information regarding the Services AppointmentQuest has undertaken to provide.

    4.09 Performance Methods
    AppointmentQuest shall be free to choose the means of performing this Agreement, and there shall be no relationship of subordination between AppointmentQuest and the Partner in respect of such performance.

    4.10 Relationship between the Parties
    Partner and AppointmentQuest are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise, or agency between them. Neither Party shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

    4.11 Subcontracting
    AppointmentQuest may employ any third party in order to perform this Agreement. Nonetheless, its performance shall remain under AppointmentQuest's supervision and responsibility.

    4.12 Representations and Warranties
    Each Party represents and warrants to the other that:

    a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of origin;
    b) it has all requisite powers and all material governmental licenses, authorizations, consents, and approvals required to carry on its business as now conducted, except to the extent that failure to comply with the foregoing statements could not, in the aggregate, reasonably be expected to have a material adverse effect on such party’s business;
    c) it will not use any Registration Data in violation of this Agreement or applicable law;
    d) it is authorized to execute and deliver this Agreement and to perform its obligations hereunder; and
    e) this Agreement is valid and legally binding upon it and the execution, delivery, and performance of this Agreement by such party does not conflict with any other agreement, instrument, or understanding to which it is a party or by which it may be bound, nor would it violate any law or regulation of any court, governmental body or agency having jurisdiction over it.

    4.13 Limitation of Warranty
    EXCEPT AS PROVIDED IN SECTION 4.13 OF THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

    4.14  Limitation of Liability
    EXCEPT FOR BREACH OF SECTION 4.06.01 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY’S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR THE COST OR PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR PRODUCTS OF ANY KIND. IN NO EVENT SHALL APPOINTMENTQUEST LLC BE LIABLE FOR AMOUNTS GREATER THAN ACTUALLY RECEIVED HEREUNDER IN THE LAST THREE (3) MONTHS. THE PARTNER EXPRESSLY RELEASES APPOINTMENTQUEST LLC FROM ANY LIABILITY EXCEEDING THE SAID LIMIT.

    4.15 Indemnification
    Each party shall indemnify, defend, and hold the other, its directors, officers, shareholders, employees, affiliates, and agents harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorney’s fees) resulting from any claim, suit, action, or proceeding (each an “Action”) brought by any third party against the other or its affiliates alleging (i) the infringement or misappropriation of any intellectual property rights relating to the delivery or use of AppointmentQuest Content (but excluding any infringement contributorily caused by the other party); (ii) personal injury caused by the negligence or willful misconduct of the other party; and (iii) any claim alleging facts that, if true, would constitute a breach of such party’s warranties under Section 4.13 of this Agreement.

    4.16 Change of Tax Rates or New Taxes
    If the rate of any applicable tax is changed or if a new tax is added during the performance of this Agreement, any such new rate or new tax shall be applicable, and the total services fees shall be adjusted accordingly.

    4.17 Collection Costs
    If, as a result of the Partner’s failure to make a payment, it becomes necessary to refer the overdue invoice or invoices to a collection agency or an attorney, the Partner shall pay to AppointmentQuest, in addition to the amount owed, collection costs equal to ten percent (10%) of the principal amount and interest owed.

    4.18 Suspension of Services in the Event of Failure to Pay
    If, after AppointmentQuest has sent a demand for payment, the Partner refuses, without right, to pay AppointmentQuest the amounts payable or reimbursable pursuant to this Agreement in accordance with the terms and conditions of payment set forth in AppointmentQuest payment schedule, AppointmentQuest may suspend performance of the Services in question, without further notice or delay, the whole without prejudice to any of AppointmentQuest's other rights pursuant to this Agreement.

    4.19 Termination of the Agreement (by the Partner)
    The Partner may terminate this Agreement at any time, upon giving a notice to AppointmentQuest. However, the Partner shall remain liable for the following:

    a)  payment of the service fees for the Services rendered;
    b)  payment of the price of the additional services rendered; and
    c)  reimbursement of the expenses incurred;

    without any reduction or deduction whatsoever.

    4.20 Termination of the Agreement (by AppointmentQuest)
    If, after AppointmentQuest has sent a demand to the Partner, the Partner does not abide by any one of its obligations pursuant to this Agreement, AppointmentQuest may terminate this Agreement. In such a case, AppointmentQuest shall be required only to reimburse to the Partner the amount of the advances (or any balance thereof) or excess amounts received, the whole without prejudice to any of AppointmentQuest's rights and recourses against the Partner.

    4.21 No Intermediary
    The Parties declare that they have not retained the services of any intermediary (e.g. agent, broker or other) with respect to the negotiation, preparation or entering into of this Agreement.

    4.22 Excused Performance
    In no event shall either Party be liable for any delay or failure to perform as a result of any cause or condition beyond their reasonable control.

  5. GENERAL PROVISIONS

    Unless otherwise stated in this Agreement, the following provisions shall apply.

    5.01 "Force Majeure"
    Neither Party shall be considered to be in default pursuant to this Agreement if the fulfillment of all or part of its obligations is delayed or prevented due to "force majeure". "Force majeure" is an external unforeseeable and irresistible event, making it absolutely impossible to fulfill an obligation.

    5.02 Severability
    If all or part of any section, paragraph or provision of this Agreement is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph or provision of this Agreement, nor on the remainder of the said section, paragraph or provision, unless otherwise expressly provided for in this Agreement.

    5.03 Notices
    Any notice intended for either Party shall be deemed to be validly given if it is in writing and is sent by registered or certified mail, by bailiff or by courier service to such Party’s address as set forth in this Agreement, or to any other address which the Party in question may have indicated in writing to the other Party. A copy of any notice sent by e-mail shall also be sent according to one of the above-mentioned delivery modes.

    5.04 Headings
    The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.

    5.05 Successors, Assignment
    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by a party, directly or indirectly, by operation of law, or otherwise without the prior written consent of other, provided however, that Partner may assign this Agreement without such consent in connection with any merger, consolidation, sale of all or substantially all of the its assets to an affiliate, or a third party or any transaction in which more than fifty percent (50%) of the Partner’s voting securities are transferred.

    5.06 No Waiver
    Under no circumstances shall the failure, negligence or tardiness of a Party as regards the exercise of a right or a recourse provided for in this Agreement be considered to be a waiver of such right or recourse.

    5.07 Cumulative Rights
    All rights set forth in this Agreement shall be cumulative and not alternative. The waiver of a right shall not be interpreted as the waiver of any other right.

    5.08 Entire Agreement
    This Agreement constitutes the entire understanding between the Parties. Declarations, representations, promises or conditions other than those set forth in this Agreement shall not be construed in any way so as to contradict, modify or affect the provisions of this Agreement.

    5.09 Amendments
    AppointmentQuest may modify this Agreement at any time, and such modifications shall be effective immediately upon posting or other notification to Partner. Partner's continued access or use of the Services shall be deemed its conclusive acceptance of the modified Agreement.

    5.10 Number and Gender
    Where appropriate, the singular number set forth in this Agreement shall be interpreted as the plural number, and the gender shall be interpreted as masculine, feminine or neuter, as the context dictates.

    5.11 No Right to Transfer
    Neither of the Parties may, in any manner whatsoever, assign, transfer or convey its rights in this Agreement to any third party, without the prior written consent of the other Party.

    5.12 Calculating Time Periods
    In calculating any time periods under this Agreement:

    a)  the first day of the period shall not be taken into account, but the last one shall;
    b)  the non-juridical days, i.e. Saturdays, Sundays and public holidays, shall be taken into account; and
    c)  whenever the last day is a non-juridical day, the period shall be extended to the next juridical day.

    5.13 Currency
    The currency used for purposes of this Agreement shall be US dollars.

    5.14 Governing Law
    a) THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF COLORADO AND THE VALIDITY, CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THE RIGHTS OF THE PARTIES HERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

    b) This Agreement is made under and will be governed by, and construed in accordance with, the laws of the State of Colorado excluding its conflict of laws principles and the parties hereto specifically exclude this Agreement from any application of the United Nations Convention on the International Sale of Goods.  The parties will endeavor to settle amicably by mutual discussions any disputes, differences, or claims whatsoever related to this Agreement.  Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this Agreement, including without limitation the existence, validity, interpretation, performance, termination, or breach hereof, shall finally be settled by arbitration in accordance with the Arbitration Rules (and if Company is a non- U.S. entity, the International Arbitration Rules) of the American Arbitration Association (“AAA”). Judgments upon any award rendered by AAA may be entered in any court having jurisdiction thereover.  Both parties shall bear equally the cost of the arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately).  The place of arbitration shall be in Denver, CO and the language of arbitration will be English. Notwithstanding the foregoing, claims for equitable relief may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.

    5.15 Counterparts
    This Agreement represents and expresses the entire agreement of the parties regarding the subject matter hereof. This Agreement replaces and supersedes all prior and/or contemporaneous contracts, agreements, representations and understandings (whether written or oral, express or implied) between the parties concerning the subject matter hereof.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and a party delivering an executed counterpart of the signature page to this Agreement by facsimile to the other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

  6. EFFECTIVE DATE

    This Agreement shall become effective at the time of Partner Enrollment. Unless expressly provided otherwise in a written agreement between AppointmentQuest and Partner, this Agreement shall commence on the date of acceptance by Partner and shall continue on a month-to-month basis in full force and effect unless and until terminated as provided below.

  7. TERM

    This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 8.0, shall continue on a month-to-month basis in full force and effect unless and until terminated as provided below.

  8. TERMINATION

    Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated by:

    a) mutual agreement of the parties; or
    b) either party (i) in the event the other fails to make any payment when due, and fails to make such payment within five (5) days of notice thereof; (ii) if the other materially breaches any provision of this Agreement, and such material breach is not cured within ten (10) calendar days of the breaching party’s receipt of notice thereof; or (iii) if the other becomes the subject of (A) a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, or (B) an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

  9. EFFECT OF TERMINATION

    Upon termination of this Agreement for any reason, the parties may cease performing their respective obligations hereunder, and shall cease all promotions of this Agreement, and upon request of the other party, promptly destroy or return all copies (electronic or written) of any Proprietary Materials (case using trademarks) and Information of the requesting party in such party’s possession or control, provided that:

    1) AppointmentQuest will continue to permit any existing Customers of the online scheduling web site at the time of termination to continue to use its Services for a period of three (3) months after termination;
    2) AppointmentQuest will maintain Customer accounts and all data belonging to respective Customer accounts for thirty (30) days. Customers shall have access to their accounts and Partner shall have access to accounts of its Customers during this thirty (30) day period. However, AppointmentQuest shall have no obligation to provide Partner with Customer' account data after this thirty (30) day period, unless Partner compensates AppointmentQuest, at AppointmentQuest then standard consulting rates, for the time it takes for retrieval of such information; and
    3) all obligations to pay amounts earned hereunder through termination, including any amounts owed pursuant to sub-section 9 1) above, shall survive, and all such amounts shall be paid within five (5) business days of a written request therefore.

    The following provisions shall survive any expiration or termination of this Agreement: Sections 4.06–4.21, 5.01, 7–9.

    THE PERSON ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF PARTNER.


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