This Vendor Membership Agreement ("Agreement") is entered into as of [Date], by and between:
Organization for Consumer Credit Advocacy and Mediation (OCCAM), a regulatory and professional body located at [OCCAM Address] ("OCCAM"), and
[Vendor Company Name], a [State] [Corporation/LLC/Business Entity], located at [Vendor Address] ("Vendor").
1. Scope of Agreement
This Agreement sets forth the terms and conditions under which Vendor becomes a member of OCCAM's vendor network. The Vendor agrees to adhere to the terms, obligations, and responsibilities stated herein, as well as OCCAM's Code of Conduct, compliance regulations, and the dispute resolution procedures established.
2. Term of Agreement
The term of this Agreement will begin on the date of execution and continue on a month-to-month basis, renewable automatically unless terminated by either party as provided herein.
3. Membership Fees
Vendor agrees to pay a monthly membership fee of $497, due on the first day of each calendar month. Failure to make timely payments may result in suspension or termination of membership. OCCAM reserves the right to adjust fees, with prior written notice to Vendor at least 30 days in advance.
4. Vendor Responsibilities
Vendor agrees to:- Adhere to all applicable laws, regulations, and OCCAM's Code of Conduct while engaging with OCCAM members and consumers.- Provide high-quality, reliable, and compliant products/services, particularly those that are consumer-facing or interact with members in the debt relief and credit repair industries.- Ensure transparency and honesty in all marketing, sales, and operational practices.- Comply with the terms of OCCAM's onboarding process, vendor compliance monitoring, and dispute resolution protocols.- Promptly respond to any OCCAM inquiries regarding compliance or member concerns.- Participate in the dispute resolution process, should any dispute arise with OCCAM members, as further detailed in Section 8.
5. Compliance with Applicable Laws
Vendor certifies that it complies with all relevant federal, state, and local laws applicable to its business. This includes, but is not limited to:- Telemarketing Sales Rule (TSR) for telemarketing activities.- Credit Repair Organizations Act (CROA) for any credit repair services.- Unfair, Deceptive, or Abusive Acts or Practices (UDAAP) to ensure transparent, non-deceptive business practices.- Data privacy laws, including the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA), where applicable.
Vendor agrees to maintain compliance documentation and respond promptly to OCCAM's requests for proof of compliance.
6. Confidentiality and Non-Disclosure
Vendor acknowledges that it may gain access to confidential information during its participation as an OCCAM member. This includes, but is not limited to, proprietary information about OCCAM's members, business operations, and strategies.
Vendor agrees to:- Keep all confidential information obtained through OCCAM or its members strictly confidential.- Use such information only for the purposes of fulfilling its obligations under this Agreement.- Not disclose such information to any third party without OCCAM's prior written consent.
This confidentiality obligation will survive the termination of this Agreement for a period of five (5) years.
7. Non-Compete and Non-Solicitation
During the term of this Agreement and for a period of one (1) year following its termination, Vendor agrees not to:- Directly or indirectly solicit OCCAM members to engage in any business relationship that would compete with OCCAM's services.- Use OCCAM member information to gain a competitive advantage.
8. Dispute Resolution
Vendor agrees to participate in OCCAM's Dispute Resolution Process in good faith if any dispute arises between the Vendor and an OCCAM member or OCCAM itself. The process is as follows:
1. Internal Resolution: Vendor will make reasonable efforts to resolve the dispute directly with the other party.2. Mediation by OCCAM: If the internal resolution fails, OCCAM will facilitate a mediation session. Both parties will provide summaries of the dispute, and OCCAM will act as a neutral mediator.3. Binding Arbitration: Should mediation fail, both parties may agree to binding arbitration. The arbitrator's decision will be final and enforceable by law.
9. Compliance Monitoring and Audit
OCCAM reserves the right to monitor the Vendor's activities to ensure ongoing compliance with this Agreement. This may include:- Reviewing marketing materials, sales practices, and product offerings.- Investigating consumer or member complaints regarding the Vendor's services.- Requesting compliance documentation or certifications.
Failure to respond to compliance inquiries or correct identified issues may result in membership suspension or termination.
10. Termination
This Agreement may be terminated by:- Vendor: By providing written notice to OCCAM at least 30 days prior to the intended termination date.- OCCAM: By providing written notice for any material breach of this Agreement or if Vendor fails to comply with OCCAM's Code of Conduct, compliance requirements, or dispute resolution process. OCCAM may also terminate this Agreement if Vendor fails to make payments for two consecutive months.
In the event of termination:- All fees up to the termination date remain payable by the Vendor.- Vendor's membership benefits will be immediately suspended, including access to OCCAM's collaboration platform, directories, and events.
11. Intellectual Property
Vendor agrees that all intellectual property related to OCCAM's brand, proprietary materials, and membership resources remain the exclusive property of OCCAM. Vendor is granted a non-exclusive, non-transferable, limited license to use OCCAM's name and logo for marketing purposes, provided such use is approved by OCCAM in writing.
12. Limitation of Liability
OCCAM shall not be liable to Vendor for any indirect, consequential, incidental, or punitive damages arising from this Agreement. OCCAM's total liability, if any, shall not exceed the amount of fees paid by the Vendor within the 12 months preceding the claim.
13. Indemnification
Vendor agrees to indemnify and hold harmless OCCAM, its members, officers, directors, and employees from any claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising out of:- Vendor's violation of any laws or regulations.- Any breach of this Agreement or OCCAM's Code of Conduct.- Any harm caused to OCCAM members or consumers by Vendor's products or services.
14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles. Any disputes arising from this Agreement that cannot be resolved through arbitration shall be submitted to the courts located in [City], [State].
15. Miscellaneous
- Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.- Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.- Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue to be in full force and effect.- Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
16. Acceptance of Agreement
By signing below, both parties agree to the terms and conditions set forth in this Agreement.
1. Membership Fees and Term: The payment and renewal section ensures the vendor is clear about the monthly fee and the recurring nature of the agreement.2. Responsibilities and Compliance: Outlines the vendor's obligations to comply with the rules and regulations set forth by OCCAM, as well as federal and state laws, keeping the vendor accountable for their actions.3. Dispute Resolution: Clarifies the step-by-step process for resolving disputes, allowing OCCAM to mediate while also providing an option for arbitration.4. Termination Clause: Provides clear guidelines for terminating the relationship in case of non-compliance or unpaid fees.5. Limitation of Liability and Indemnification: Protects OCCAM from potential legal claims or damages arising from the vendor's products or services.
