CoreTech Brokers Terms and Conditions
The following are the Terms and Conditions for membership in the CoreTech Broker Community and certain CoreTech software subscription services. Concierge Core Services LLC, is an Arizona limited liability company, d/b/a CoreTech Brokers, (“CoreTech”). As a trial or paid member of CoreTech Brokers (“Broker”), you agree to the following terms and conditions:
Engagement. Broker is an independent sales representative, and Broker acts as an independently of CoreTech Brokers. The purpose of membership in CoreTech Brokers is to care-and-share business ideas with other industry members, utilize standardized tools and resources.
Relationship Between Parties. Broker is not an employee or an independent contractor. Nothing in this Agreement, nor in the relationship created hereby, shall be interpreted to evidence or create any joint venture, partnership, master/servant or employer/employee relationship between the Parties. Broker shall be responsible for all expenses incurred in the participation in CoreTech Brokers including but not limited to travel, insurance, and any compensation or benefits due any employees, sub-agents, or Affiliates of Broker. Broker is not entitled to and shall not receive any employee benefits from CoreTech in connection with the services provided by Broker. CoreTech does not set or determine the hours worked by Broker. CoreTech does not dictate terms, conditions or acceptance of sales for Providers. Broker has not paid for privilege of serving Clients on a specific route or territory. Broker shall pay all self-employment and income taxes attributable to their own sales.
Working with Other Brokers. The Broker agrees to the following rules of engagement when contacting and working with another Broker for a joint sales opportunity:
- It is up to the Broker to prequalify the opportunity before engaging in joint sales with another Broker
- Be respectful by scheduling a specific time to discuss joint sales opportunities and details
- Responsibility for potential travel, meals, online tool and other costs in the sales process should be discussed and agreed upon prior to engaging in a joint sales opportunity
- Communicate clearly and effectively with all other Brokers
- Document commission splits in advance of the sale
- Be respectful if a Broker declines the opportunity to work with you
- Complete the joint and individual tasks and commitments made when discussing the joint sales opportunity
- If a Broker feels the need to be removed from a joint sales opportunity, advise the other Broker(s) as soon as possible
- If the sale is dependent on commitments made by the departing Broker, that Broker may need to complete those items prior to removing themselves from the opportunity
- CoreTech does not participate in resolving joint sales disputes
- Broker has no financial recourse from CoreTech or the other Brokers for a lost joint sale regardless of the reason the sale was lost
- CoreTech reserves the right to remove a broker from the community at any time, for any reason, in its sole and absolute discretion
Sales Methods and Responsibilities. Broker shall represent and sell services in an honest, ethical manner in compliance with all applicable laws, regulations, and codes of ethics. Broker shall not use any unfair or deceptive sales practices in promoting services.
Broker is responsible for soliciting new customers, including new sales lead generation. CoreTech may, from time to time, assist in organizing prospecting events or resources to provide Broker sales leads. Broker may refuse to participate in sales leads programs; however, once a sales lead is accepted by Broker, the Broker agrees to pursue the sales lead to its conclusion of a sale or refusal of a sale. Broker agrees to provide timely updates of the sales related activities for sales leads, if required by CoreTech, and within the systems and reporting requirements of CoreTech.
Communication with Broker. Broker agrees to provide to CoreTech and maintain a working phone number with voicemail, fax number (if available), and email address. Broker agrees respond to CoreTech requests in a commercially reasonable time frame.
CoreTech Meetings. Broker may, but is not required to, attend CoreTech meetings and/or events at their own expense. CoreTech reserves the right to invite Brokers to meetings and events on a case-by-case basis.
Materials. Broker agrees to use the materials, logos and literature provided by CoreTech in the performance of Broker’s obligations here-under or to seek approval from CoreTech and/or the underlying Provider for use of any material, logos or literature which has not been previously provided and approved.
Press Releases. Broker agrees not to use CoreTech’s name in a press release without prior written permission.
Pass-Through of Provider Imposed Obligations and Restrictions. Broker is responsible for all obligations and restrictions imposed upon Broker by Providers. CoreTech assumes no liability or obligations of Brokers commitments for the Providers Broker represents.
Sales Life-cycle Information Management System (SLIMS)
License. CoreTech grants Broker a license to use the SLIMS. The license is non-exclusive, non-perpetual, and non-transferrable. Broker acknowledges that the SLIMS is and shall remain the sole property of CoreTech. The SLIMS application currently uses Microsoft SharePoint on Microsoft Office 365. This Agreement does not grant Broker any right or interest in Microsoft SharePoint on Microsoft Office 365. Those products are owned by Microsoft®, and use of those products is subject to all licensing requirements and use rights and restrictions of Microsoft®.
Service Level. CoreTech may assist Broker in managing Broker’s communication and technology sales-related information through use of the SLIMS.
Pricing. CoreTech reserves the right to change, modify, and discount SLIMS terms and pricing at its sole and absolute discretion.
Billing. CoreTech reserves the right to change and modify billing intervals and payment methods at its sole and absolute discretion.
Broker Data. Broker permits CoreTech to access all information, data, documents, and images provided or placed by Broker in the SLIMS (collectively, “Broker Data”) for the purpose of providing services and support to Broker. All Broker Data will remain the property of Broker. Broker acknowledges that the SLIMS is a “cloud” application. CoreTech shall have no responsibility or liability in connection with the security or accuracy of the Broker Data. Broker should not rely solely upon the Broker Data in the SLIMS. Broker Data may be inputted manually into the SLIMS and subject to data entry errors. Some functions of SLIMS have been automated and may be subject to data corruption under certain circumstances. CoreTech is not responsible for any errors found in Broker Data. Broker shall report any errors they believe are due to system-related issues promptly to CoreTech. CoreTech has no obligation to hold, export, or return the Broker Data, however, such support will not be unreasonably withheld if such support does not present a financial burden upon CoreTech for which the Broker is unwilling to provide compensation. Broker may download Broker Data and reports at any time before termination of this Agreement, subject to reasonable charges that CoreTech may impose from time to time for Broker Data that has been archived. Broker Data may be immediately deleted upon termination of this Agreement.
Limitations on Use of SLIMS. Broker may only use the SLIMS in compliance with all applicable laws and subject to the Microsoft Online Services Use Rights applicable to Microsoft® SharePoint as well as the requirements and restrictions of any website hosting the SLIMS. Broker shall not post any Broker Data on the SLIMS that violates the rights of any third party, that is defamatory, or that is not consistent with or in furtherance of the purposes of this Agreement. Broker may only use the SLIMS for the permitted number of users purchased by Broker. Broker shall not make any unauthorized copies of the SLIMS and shall not reverse engineer, decompile, or disassemble the SLIMS. Broker may not rent, lease, lend, resell, or host to or for third parties the SLIMS.
Limitation of Liability. The SLIMS is a web-based application. CoreTech does not guarantee that the website hosting the SLIMS will be available for Broker’s use, and CoreTech shall have no responsibility or liability to Broker as the result of any lack of availability, termination or suspension of service, denial of service, or loss or compromise of Broker Data. CoreTech shall have no liability or responsibility to Broker as the result of decisions based upon inaccurate Broker Data. In the event that CoreTech fails to provide service or support within two business days, then Broker may be provided with a credit of $50.00 against the next billing cycle, provided that in no event will such credit(s) exceed the amount of the next billing cycle. Such credit shall be the sole and exclusive remedy of Broker for the failure of CoreTech to provide timely service or support. In no event shall CoreTech be liable to Broker for any special, indirect, incidental or consequential damages. IN NO EVENT WILL THE TOTAL LIABILITY OF CORETECH TO BROKER FOR ANY DAMAGES ARISING OUT OF THE USE OF THE SLIMS OR ANY BREACH ON THE PART OF CORETECH OF THESE TERMS AND CONDITIONS EXCEED THE AMOUNT OF ONE TIMES THE AVERAGE MONTHLY BILLING TO BROKER.
Broker’s Responsibility. Broker is responsible for Broker’s passwords, if any, and all activity by Broker or Broker’s authorized users on the SLIMS. Broker must keep its passwords confidential. Broker shall immediately notify CoreTech if any authorized user leaves the employ of Broker or is no longer entitled to access Broker Data. Broker shall promptly inform CoreTech about any possible misuse of the SLIMS or any security incident related to the SLIMS.
Broker will maintain a valid Microsoft Office 365 license or Microsoft Account with sufficient features and configuration as to access SLIMS.
Additional Terms and Conditions
CoreTech Systems. CoreTech may provide Broker access to CoreTech systems. Broker agrees to abide by all CoreTech use rules of such systems and may have access suspended or denied for a violation of any such rules. Broker shall use CoreTech systems for purposes of use within the scope of the CoreTech Broker Community and the Brokers individual sales only in accordance with the End User License Agreement (“EULA”) of the system or platform provider and such restrictions or requirements as CoreTech may from time to time impose. CoreTech, in its sole discretion, may terminate or limit the use of CoreTech systems, resources, support, or programs with or without prior notice to Broker.
Membership Dues and Software Subscriptions. CoreTech reserves the right to change membership dues and software subscript pricing without prior written notice. Pricing changes will take effect at Broker’s next renewal period. Membership dues and software subscriptions are non-refundable.
Term and Trial Period. The Term of use will be determined by the payment period and shall remain in effect so long as the Broker is in good standing. Trial periods are not part of the term. The Term begins once trial period ends. Broker cancel, with no obligation, one business day prior to the expiration of the trial period. Broker may cancel subscription any time during the paid term and continue to use SLIMS until the end of the paid term.
CoreTech Property. Nothing contained in these Terms and Conditions shall be construed as granting or conferring any rights to Broker by license, franchise, title, interest or otherwise in CoreTech or any property of CoreTech or its Affiliates, including, without limitation, CoreTech trade secrets, “know-how”, trade names, software, applications, tools, trademarks, service marks, copyrights, processes, proprietary information, or intellectual property. Broker may, however, with CoreTech’s prior written consent, use trade names and trademarks owned by CoreTech.
Sales Leads. CoreTech may, from time-to-time, engage in sales lead programs and activities. Activities include sales leads generated from CoreTech web sites. CoreTech reserves the right to assign, follow up, disregard, or otherwise treat leads in its sole and absolution discretion.
System Management. CoreTech reserves the right, at its sole and absolute discretion, to update, change, or modify applications, documents, tools, processes, and all other intellectual property owned or managed by CoreTech.
Cancellation. Broker agrees that upon termination to cease use of the CoreTech Broker name, Broker’s CoreTech Broker profile (if applicable), and all other CoreTech related tools and materials. Broker agrees to not make copies, distribute, or other confidential materials.
Confidential Information. Broker shall maintain in strict secrecy all confidential or trade secret information, whether patentable or not, relating to the business of CoreTech (the “Confidential Information”) obtained by Broker in the course of Broker’s engagement by CoreTech (whether pursuant to this Agreement or otherwise), and Broker shall not, unless first authorized in writing by CoreTech, disclose to, or use for Broker’s benefit or for the benefit of any person, firm, or entity at any time either during or subsequent to Broker’s membership in CoreTech, any Confidential Information. For purposes hereof, Confidential Information shall include without limitation (i) any materials, trade secrets, knowledge, or information with respect to management, operational, or business policies and practices of CoreTech or its Affiliates; (ii) any business methods or forms; (iii) any names or addresses of or other data on Qualified Leads and Clients (other than those Clients directly procured by Broker), Providers or suppliers or potential customer leads provided by CoreTech; (iv) any financial information, audited and unaudited financial reports, operational budgets and strategies, methods of operation, strategic plans, business plans, marketing plans and strategies, new business strategies, merger and acquisition strategies, management systems programs, computer hardware or software systems or know how, or commission amounts or structures; (v) any trade secrets, knowledge, information, engineering, drawings or other reproductions or materials of any kind with respect to processes, inventions, formulae, machinery, manufacturing techniques or know-how; (vi) any information made available to Broker through use of CoreTech systems pursuant to this Agreement; and (vii) any business policies or other information relating to or dealing with the management or operational policies or practices of CoreTech. Excluded from the definition of Confidential Information is information that is already disclosed to third parties and is in the public domain or that CoreTech consents to be disclosed, with such consent to be in writing. The provisions of this Section shall survive the termination of Broker’s membership in CoreTech for one (1) year.
Indemnity; Insurance. Broker shall indemnify and hold CoreTech, its members, officers, employees, and Affiliates, harmless from and against any and all claims, demands, suits, judgments or sums of money awarded to any party and accruing against resulting from any act and/or omission of Broker, its employees, agents, sub- agents or Affiliates, while engaged in, or in connection with, the discharge or performance of the services to be done or performed by Broker hereunder. Broker shall secure and maintain worker’s compensation insurance in sufficient amounts to comply with local, state and federal laws and to cover any liabilities incurred by Broker, its employees and contractors. Broker shall secure and maintain adequate insurance coverage.
Binding Mediation. Prior to any lawsuit being brought by any Party, the Parties agree to binding mediation by a mutually agreed to third party. The initial costs of binding mediation will be shared equally be each Party. In addition to awarding damages to either Party, the mediator may, at their sole and absolute discretion, award recovery to a Party the mediation fees and related expenses under this agreement.
Governing Law. These Terms and Conditions shall be interpreted under the laws of the State of Arizona. In the event that a lawsuit should be necessary or desirable to enforce any provision of these Terms and Conditions or to obtain any remedy with respect to Broker’s participation or membership, such lawsuit shall be brought in Superior Court, Maricopa County, Arizona, and for this purpose each Party hereby expressly and irrevocably consents to the jurisdiction of said court and waives any and all rights to bring such a lawsuit in any other forum.
Sever-ability. If any portion of these Terms and Conditions, including any part of a sentence which may be excised from that sentence so that the sentence will still make grammatical sense, should be found to be unenforceable as a matter of public policy, or void for any other reason, that portion shall be severed and excised, and the remainder of the Terms and Conditions shall be fully enforceable by and between the Parties to this Agreement.
Last updated: 2018-01-26