CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”)
This Agreement governs the disclosure of confidential information by iLumi Solutions, Inc. dba MeshTek Labs and BlueHopper Solutions, LLC (collectively “MeshTek”), located at 17330 Preston Rd, Suite 120A, Dallas, TX 75252, to the company or individual accepting this Agreement (“Receiving Party”).
MeshTek may disclose certain confidential and proprietary information to Receiving Party to evaluate a potential business relationship related to installation, distribution, or dealership of MeshTek products (“Purpose”).
“Confidential Information” includes but is not limited to:
– Business plans, financials, marketing strategies, customer lists;
– Product designs, technical information, software, hardware, firmware, inventions, manufacturing methods;
– Intellectual Property including MeshTek patents, designs, and proprietary technology.
Confidential Information may be disclosed in any form — oral, written, electronic, or visual.
Receiving Party agrees to:
– Keep Confidential Information strictly confidential using reasonable care;
– Use Confidential Information solely for evaluating a business relationship with MeshTek;
– Not disclose it to any third party without MeshTek’s prior written consent (except to its employees or contractors who have a strict need to know);
– Not reverse engineer, decompile, disassemble, copy, or otherwise attempt to reproduce any part of MeshTek’s products, hardware, or software.
Confidential Information does not include information that:
– Is publicly available through no fault of Receiving Party;
– Was known by Receiving Party prior to disclosure without confidentiality obligation;
– Is obtained by Receiving Party lawfully from a third party not bound by confidentiality; or
– Is independently developed by Receiving Party without use of MeshTek’s Confidential Information.
All intellectual property, including without limitation the MeshTek patents, technology, designs, and products, remain solely the property of MeshTek. No license or ownership rights are granted under this Agreement.
Receiving Party acknowledges that any breach may cause irreparable harm to MeshTek. MeshTek is entitled to seek immediate injunctive relief and any other remedies available by law.
Upon request by MeshTek, Receiving Party will immediately return or securely destroy all Confidential Information and confirm destruction if requested.
MeshTek is under no obligation to proceed with any business relationship.
This Agreement remains effective for ten (10) years from the date of acceptance. The obligation to protect Confidential Information survives indefinitely.
This Agreement is governed by the laws of the State of Texas. Exclusive venue shall be in the courts of Dallas County, Texas.
[✓] By checking the box and clicking “Accept”, I acknowledge and agree that I have read, understood, and agree to be legally bound by the terms and conditions of this Confidentiality and Non-Disclosure Agreement with MeshTek.
MeshTek Labs — BlueHopper Solutions LLC | Version 4.2
This Certified Installer Company (the “Dealer”) Agreement (the “Agreement”) is effective from Date of Acceptance.
BETWEEN: MeshTek Labs, a Delaware C-Corp and BlueHopper Solutions LLC (the “Company”), a company organized and existing under the laws of the Texas, with its head office located at 17330 Preston Rd, Suite 120A, Dallas, 75252, TX, USA.
AND: an organization (the “Dealer” / “Certified Installer”) per the details filled up in the form for this agreement and business purposes.
WHEREAS:
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Company hereby appoints the Dealer as a “Certified Installer” of the Products to this agreement (hereinafter referred to as the “Distributed Products”), and the Dealer accepts such appointment. The appointment of the Dealer is non-exclusive and does not imply the granting of a specific geographic area.
It is agreed that the Dealer shall act for and on behalf of itself as an independent co-contracting party. It shall not be empowered or authorized to bind Company in any manner whatsoever. None of the provisions of this agreement may be construed as creating an employee-employer relationship between the Dealer and Company.
Company shall:
Company may, from time to time and at its sole discretion, assign homeowner or commercial property leads generated by Company (“Company Leads”) to the Dealer. The terms governing Company Leads are set out in Exhibit A (Company Lead Program), attached to and forming part of this agreement, and the Dealer agrees to be bound by them.
Exhibit A applies only to Company Leads and to jobs arising from Company Leads. Nothing in Exhibit A restricts the Dealer’s conduct of any business that does not originate from a Company Lead, and nothing in Exhibit A requires the Dealer to sell or install the Distributed Products exclusively outside of Company Leads.
In the event of a conflict between Exhibit A and the body of this agreement with respect to a Company Lead, Exhibit A controls. Company may suspend or terminate the assignment of Company Leads, or Exhibit A in its entirety, at any time without terminating the remainder of this agreement.
Company will periodically inform or make available via its online store to the Dealer of the current prices of its products. The Dealer undertakes to pay the prices applicable to the Distributed Products as specified in the Company price schedule or as per Company’s online store in force on the corresponding Order Date.
Prices quoted by Company do not include shipping charges and Tax.
The suggested prices published in the Dealer Price List are provided solely as a guide; the Dealer is entirely free to choose the price at which it will sell the Distributed Products.
Delivery will be made PREPAID to the Company warehouse from which the products are delivered. Except as otherwise indicated in the order, delivery will be made to the address of the Dealer as indicated in this agreement. All risks will be transferred to the Dealer from the moment the products are released by Company to a carrier.
Except as otherwise stipulated in the order, Company may make partial deliveries, which deliveries shall be made and paid separately within the time period set out in section.
The Dealer acknowledges that any information concerning Company and the Distributed Products including, without being limited thereto, the organization of Company, or its business transactions, the customer lists, the Company Leads, the price list, the sales practices, the operational procedures and practices, the technical data for the Distributed Products and software, whether they be the property of Company or granted under license to Company by third parties, are of vital interest to Company and shall be kept confidential by the Dealer in all circumstances. Further, this agreement shall be considered to be confidential information. Accordingly, the Dealer undertakes, for the term of the agreement and for a period of 5 (five) years after its termination, notwithstanding the reason therefore, not to:
Company retains all right, title, and interest in and to its patents, patent applications, trademarks, trade names, logos, trade dress, copyrights, software, firmware, mobile applications, cloud services, control protocols, design files, and marketing materials (collectively, the “Company IP”). Nothing in this agreement transfers any ownership interest in the Company IP to the Dealer.
Company grants the Dealer a limited, revocable, non-exclusive, non-transferable license to use Company trademarks and marketing materials solely to promote, sell, install, and service the Distributed Products during the Term, in the form and manner Company approves. The Dealer shall not alter Company marks or combine them with its own marks in a way that suggests joint ownership.
The Dealer shall not, and shall not permit or assist any third party to:
The Dealer shall promptly notify Company of any suspected infringement, counterfeiting, or misuse of the Company IP that comes to its attention, and shall reasonably cooperate with Company, at Company’s expense, in any resulting enforcement action.
Upon expiration or termination of this agreement, the Dealer shall immediately cease all use of the Company IP, remove Company marks from its vehicles, premises, signage, websites, social media, and advertising, and shall not hold itself out as a Certified Installer. The Dealer shall assign to Company, at Company’s request and expense, any registration it has obtained in breach of this section.
The Dealer acknowledges that a breach of this section would cause Company irreparable harm for which monetary damages would be inadequate, and that Company is entitled to injunctive relief without the posting of bond, in addition to all other remedies.
Dealer shall indemnify, defend, and hold harmless the Company and its officers, directors, agents, employees, and affiliates (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, costs, expenses (including reasonable attorneys’ fees), liabilities, judgments, causes of action, proceedings, suits, losses, and damages of any nature whatsoever, which are threatened or brought against, or are suffered or incurred by, any Indemnified Party to the extent arising out of or resulting from the Dealer’s acts or omissions relating to this Agreement, including without limitation:
The Dealer shall further indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice to the other party of its intention not to renew at least sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. The Initial Term and any Renewal Term shall collectively be referred to as the “Term.”
Further, Company may terminate this agreement if the Dealer fails to fulfill any of its obligations as defined herein. The agreement will be terminated of right 30 (thirty) days after notice is given to the Dealer to fulfill its obligation by registered letter or email, in the event that, notwithstanding such notice of default, the Dealer has not remedied its default.
Notwithstanding the foregoing 30 (thirty) day cure period, Company may terminate this agreement immediately, without notice of default and without any opportunity to cure, upon: (a) any breach of Section A.4, A.5, or A.6 of Exhibit A; (b) fraud, misrepresentation, or falsification of lead disposition, project cost, insurance, or other reporting; (c) any breach of Section 8 (Intellectual Property and Brand Use); or (d) conduct by the Dealer that Company reasonably determines to be materially damaging to the reputation of Company or the Distributed Products.
Effect of termination. Upon expiration or termination for any reason, the Dealer shall immediately: (a) cease all use of the Company IP and cease holding itself out as a Certified Installer; (b) return or delete all Company Lead data and confidential information not required for warranty service, and certify the same in writing on request; (c) complete, or transition to Company or another Certified Installer as Company directs, all jobs then in progress; and (d) pay all amounts then owed to Company. Termination does not relieve the Dealer of its warranty, service, and maintenance obligations to customers for whom it has already installed the Distributed Products, nor of any obligation that survives under Section 17.
Company shall also be entitled to terminate the agreement by registered letter or email with acknowledgement of receipt in the event of judicial settlement, liquidation of property, insolvency, winding-up, provisional suspension of proceedings or any other procedures for the collective or judicial purging of the Dealer.
Except for the warranty set out on the warranty provisions provided for the Distributed Products, Company provides no other warranty as to the performance of such products in respect of the Dealer or any other person. In any event, the liability of Company is limited to the price effectively paid by the Dealer for the Distributed Product and may in no case include a loss of profit or indirect damage of any nature whatsoever. Company reserves the right to modify the terms and conditions of the warranty at any time.
The Installer agrees not to make, publish, or communicate any false, defamatory, misleading, or disparaging statements, claims, or representations about the Company, its services, products, or personnel in any form, including but not limited to social media platforms, public forums, or any other medium. The Installer further agrees that any violation of this clause, including the publication of false information or statements that violate the terms of this agreement, may result in immediate termination of this agreement, legal action, and/or other remedies as permitted by law.
Any notice provided for in this agreement shall be given by registered letter with acknowledgement of receipt to the address as indicated in this agreement or any other address of which either of the parties has given notice to the other. Notices relating to Company Leads may be given by email to the Lead Notice Address defined in Exhibit A.
Any waiver by Company to sanction a breach of this agreement shall be made in writing and will be effective only to the extent indicated therein, and shall not be construed as a waiver of any suit in the event of any subsequent failure of the Dealer.
The Dealer undertakes not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to this agreement. Any purported assignment by the Dealer in breach of this section is void.
Company may assign, delegate, or transfer this agreement and any of its rights and obligations hereunder, in whole or in part, without the consent of the Dealer, to any affiliate, successor, or acquirer, including in connection with a merger, reorganization, restructuring between MeshTek Labs and BlueHopper Solutions LLC, or sale of all or substantially all of the assets or business to which this agreement relates. This agreement binds and benefits the parties and their permitted successors and assigns.
This agreement, together with Exhibit A, contains the entire understanding of the parties and cancels and supersedes all prior discussions and agreements between the parties, whether written or oral, including any statement or assurance made by any distributor or third party. This provision is subject to Section 22.
All obligations which by their very nature continue beyond the termination of this agreement shall survive the expiration or termination hereof.
This Agreement shall be interpreted under the laws of the Texas. Any and all legal actions relative hereto shall be in the courts of the Dallas County in the state of Texas, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection based on forum non conveniens.
In any action, arbitration, or proceeding to enforce or interpret this agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, expert fees, court costs, and other costs of enforcement and collection, in addition to any other relief awarded.
Notwithstanding the foregoing, Company may seek temporary, preliminary, and permanent injunctive relief and specific performance in any court of competent jurisdiction, without the posting of bond and without waiving any other remedy, to restrain a breach or threatened breach of Exhibit A, Section 7, or Section 8.
In the event that any of the clauses hereof be invalid, unlawful or unenforceable, the validity, legality and enforcement of all the other clauses shall not be affected thereby in any manner whatsoever.
Dealer agrees that all information provided by Dealer during the use of our services must be accurate, complete, and truthful. Dealer further agree not to falsify, misrepresent, or omit any information, including but not limited to personal details, payment information, lead disposition or project cost reporting, or any data submitted through our platform. Any attempt to engage in fraudulent activities, including impersonation, unauthorized access, or manipulation of Company’s systems, is strictly prohibited and may result in the immediate termination of your account, forfeiture of any associated benefits, and potential legal action.
The headings of the sections in this agreement are provided for convenience of reference only and shall not be construed or interpreted as limiting or affecting the substance of the provisions hereof.
The Dealer may be asked to accept this agreement more than once — at onboarding, upon store access, and within Company’s applications — but each acceptance is an acceptance of this same agreement: multiple acceptances create no separate, duplicate, or cumulative agreement, obligation, or fee, this agreement runs continuously from the first acceptance, the most recently accepted version governs and supersedes all earlier versions, and Company’s electronic records of acceptance are conclusive absent manifest error. No terms of service, license, or platform terms in Company’s applications or websites supersede or limit this agreement as it applies to the Dealer, and no distributor, sales representative, or other third party has authority to bind Company or to make any representation, promise, or guarantee on its behalf as to territory, exclusivity, lead volume, pricing, margin, or product availability.
By clicking “Accept,” you confirm that you have read, understood, and agree to be bound by the terms and conditions outlined in this agreement. Your electronic acceptance is legally binding and equivalent to your handwritten signature.
COMPANY LEAD PROGRAM — Terms Applicable to Company Leads Only
This Exhibit A is attached to and forms part of the Certified Installer Company Agreement between MeshTek Labs / BlueHopper Solutions LLC (“Company”) and the Dealer. It applies only to Company Leads and to jobs arising from Company Leads. It does not restrict the Dealer’s conduct of any business that does not originate from a Company Lead. Capitalized terms not defined in this Exhibit have the meaning given in the body of the agreement.
A.1 Definitions
A.2 Assignment and Acceptance of Leads
A.3 Diligence in Winning and Serving the Job
For every accepted Company Lead, the Dealer shall, at its own cost, use diligent efforts to win, install, and service the job, and shall at minimum:
Failure to meet these standards on 2 (two) or more Company Leads in any rolling 90 (ninety) day period entitles Company to suspend lead assignment, reassign open leads, or terminate the Company Lead program immediately.
A.4 Products on Lead Jobs
A.5 Non-Circumvention and Non-Diversion
A.6 Ownership of Company Leads and Customer Data
A.7 Company’s Right to Reassign a Lead or Job
A.8 Pricing, Service and Consideration on Lead Jobs
A.9 Reporting, Records and Audit
A.10 Remedies for Breach of this Exhibit
A.11 Precedence and Independence
MeshTek Labs — BlueHopper Solutions LLC | Version 4.2
This Certified Installer Company (the “Dealer”) Agreement (the “Agreement”) is effective from Date of Acceptance.
BETWEEN: MeshTek Labs, a Delaware C-Corp and BlueHopper Solutions LLC (the “Company”), a company organized and existing under the laws of the Texas, with its head office located at 17330 Preston Rd, Suite 120A, Dallas, 75252, TX, USA.
AND: an organization (the “Dealer” / “Certified Installer”) per the details filled up in the form for this agreement and business purposes.
WHEREAS:
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Company hereby appoints the Dealer as a “Certified Installer” of the Products to this agreement (hereinafter referred to as the “Distributed Products”), and the Dealer accepts such appointment. The appointment of the Dealer is non-exclusive and does not imply the granting of a specific geographic area.
It is agreed that the Dealer shall act for and on behalf of itself as an independent co-contracting party. It shall not be empowered or authorized to bind Company in any manner whatsoever. None of the provisions of this agreement may be construed as creating an employee-employer relationship between the Dealer and Company.
Company shall:
Company may, from time to time and at its sole discretion, assign homeowner or commercial property leads generated by Company (“Company Leads”) to the Dealer. The terms governing Company Leads are set out in Exhibit A (Company Lead Program), attached to and forming part of this agreement, and the Dealer agrees to be bound by them.
Exhibit A applies only to Company Leads and to jobs arising from Company Leads. Nothing in Exhibit A restricts the Dealer’s conduct of any business that does not originate from a Company Lead, and nothing in Exhibit A requires the Dealer to sell or install the Distributed Products exclusively outside of Company Leads.
In the event of a conflict between Exhibit A and the body of this agreement with respect to a Company Lead, Exhibit A controls. Company may suspend or terminate the assignment of Company Leads, or Exhibit A in its entirety, at any time without terminating the remainder of this agreement.
Company will periodically inform or make available via its online store to the Dealer of the current prices of its products. The Dealer undertakes to pay the prices applicable to the Distributed Products as specified in the Company price schedule or as per Company’s online store in force on the corresponding Order Date.
Prices quoted by Company do not include shipping charges and Tax.
The suggested prices published in the Dealer Price List are provided solely as a guide; the Dealer is entirely free to choose the price at which it will sell the Distributed Products.
Delivery will be made PREPAID to the Company warehouse from which the products are delivered. Except as otherwise indicated in the order, delivery will be made to the address of the Dealer as indicated in this agreement. All risks will be transferred to the Dealer from the moment the products are released by Company to a carrier.
Except as otherwise stipulated in the order, Company may make partial deliveries, which deliveries shall be made and paid separately within the time period set out in section.
The Dealer acknowledges that any information concerning Company and the Distributed Products including, without being limited thereto, the organization of Company, or its business transactions, the customer lists, the Company Leads, the price list, the sales practices, the operational procedures and practices, the technical data for the Distributed Products and software, whether they be the property of Company or granted under license to Company by third parties, are of vital interest to Company and shall be kept confidential by the Dealer in all circumstances. Further, this agreement shall be considered to be confidential information. Accordingly, the Dealer undertakes, for the term of the agreement and for a period of 5 (five) years after its termination, notwithstanding the reason therefore, not to:
Company retains all right, title, and interest in and to its patents, patent applications, trademarks, trade names, logos, trade dress, copyrights, software, firmware, mobile applications, cloud services, control protocols, design files, and marketing materials (collectively, the “Company IP”). Nothing in this agreement transfers any ownership interest in the Company IP to the Dealer.
Company grants the Dealer a limited, revocable, non-exclusive, non-transferable license to use Company trademarks and marketing materials solely to promote, sell, install, and service the Distributed Products during the Term, in the form and manner Company approves. The Dealer shall not alter Company marks or combine them with its own marks in a way that suggests joint ownership.
The Dealer shall not, and shall not permit or assist any third party to:
The Dealer shall promptly notify Company of any suspected infringement, counterfeiting, or misuse of the Company IP that comes to its attention, and shall reasonably cooperate with Company, at Company’s expense, in any resulting enforcement action.
Upon expiration or termination of this agreement, the Dealer shall immediately cease all use of the Company IP, remove Company marks from its vehicles, premises, signage, websites, social media, and advertising, and shall not hold itself out as a Certified Installer. The Dealer shall assign to Company, at Company’s request and expense, any registration it has obtained in breach of this section.
The Dealer acknowledges that a breach of this section would cause Company irreparable harm for which monetary damages would be inadequate, and that Company is entitled to injunctive relief without the posting of bond, in addition to all other remedies.
Dealer shall indemnify, defend, and hold harmless the Company and its officers, directors, agents, employees, and affiliates (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, costs, expenses (including reasonable attorneys’ fees), liabilities, judgments, causes of action, proceedings, suits, losses, and damages of any nature whatsoever, which are threatened or brought against, or are suffered or incurred by, any Indemnified Party to the extent arising out of or resulting from the Dealer’s acts or omissions relating to this Agreement, including without limitation:
The Dealer shall further indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice to the other party of its intention not to renew at least sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. The Initial Term and any Renewal Term shall collectively be referred to as the “Term.”
Further, Company may terminate this agreement if the Dealer fails to fulfill any of its obligations as defined herein. The agreement will be terminated of right 30 (thirty) days after notice is given to the Dealer to fulfill its obligation by registered letter or email, in the event that, notwithstanding such notice of default, the Dealer has not remedied its default.
Notwithstanding the foregoing 30 (thirty) day cure period, Company may terminate this agreement immediately, without notice of default and without any opportunity to cure, upon: (a) any breach of Section A.4, A.5, or A.6 of Exhibit A; (b) fraud, misrepresentation, or falsification of lead disposition, project cost, insurance, or other reporting; (c) any breach of Section 8 (Intellectual Property and Brand Use); or (d) conduct by the Dealer that Company reasonably determines to be materially damaging to the reputation of Company or the Distributed Products.
Effect of termination. Upon expiration or termination for any reason, the Dealer shall immediately: (a) cease all use of the Company IP and cease holding itself out as a Certified Installer; (b) return or delete all Company Lead data and confidential information not required for warranty service, and certify the same in writing on request; (c) complete, or transition to Company or another Certified Installer as Company directs, all jobs then in progress; and (d) pay all amounts then owed to Company. Termination does not relieve the Dealer of its warranty, service, and maintenance obligations to customers for whom it has already installed the Distributed Products, nor of any obligation that survives under Section 17.
Company shall also be entitled to terminate the agreement by registered letter or email with acknowledgement of receipt in the event of judicial settlement, liquidation of property, insolvency, winding-up, provisional suspension of proceedings or any other procedures for the collective or judicial purging of the Dealer.
Except for the warranty set out on the warranty provisions provided for the Distributed Products, Company provides no other warranty as to the performance of such products in respect of the Dealer or any other person. In any event, the liability of Company is limited to the price effectively paid by the Dealer for the Distributed Product and may in no case include a loss of profit or indirect damage of any nature whatsoever. Company reserves the right to modify the terms and conditions of the warranty at any time.
The Installer agrees not to make, publish, or communicate any false, defamatory, misleading, or disparaging statements, claims, or representations about the Company, its services, products, or personnel in any form, including but not limited to social media platforms, public forums, or any other medium. The Installer further agrees that any violation of this clause, including the publication of false information or statements that violate the terms of this agreement, may result in immediate termination of this agreement, legal action, and/or other remedies as permitted by law.
Any notice provided for in this agreement shall be given by registered letter with acknowledgement of receipt to the address as indicated in this agreement or any other address of which either of the parties has given notice to the other. Notices relating to Company Leads may be given by email to the Lead Notice Address defined in Exhibit A.
Any waiver by Company to sanction a breach of this agreement shall be made in writing and will be effective only to the extent indicated therein, and shall not be construed as a waiver of any suit in the event of any subsequent failure of the Dealer.
The Dealer undertakes not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to this agreement. Any purported assignment by the Dealer in breach of this section is void.
Company may assign, delegate, or transfer this agreement and any of its rights and obligations hereunder, in whole or in part, without the consent of the Dealer, to any affiliate, successor, or acquirer, including in connection with a merger, reorganization, restructuring between MeshTek Labs and BlueHopper Solutions LLC, or sale of all or substantially all of the assets or business to which this agreement relates. This agreement binds and benefits the parties and their permitted successors and assigns.
This agreement, together with Exhibit A, contains the entire understanding of the parties and cancels and supersedes all prior discussions and agreements between the parties, whether written or oral, including any statement or assurance made by any distributor or third party. This provision is subject to Section 22.
All obligations which by their very nature continue beyond the termination of this agreement shall survive the expiration or termination hereof.
This Agreement shall be interpreted under the laws of the Texas. Any and all legal actions relative hereto shall be in the courts of the Dallas County in the state of Texas, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection based on forum non conveniens.
In any action, arbitration, or proceeding to enforce or interpret this agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, expert fees, court costs, and other costs of enforcement and collection, in addition to any other relief awarded.
Notwithstanding the foregoing, Company may seek temporary, preliminary, and permanent injunctive relief and specific performance in any court of competent jurisdiction, without the posting of bond and without waiving any other remedy, to restrain a breach or threatened breach of Exhibit A, Section 7, or Section 8.
In the event that any of the clauses hereof be invalid, unlawful or unenforceable, the validity, legality and enforcement of all the other clauses shall not be affected thereby in any manner whatsoever.
Dealer agrees that all information provided by Dealer during the use of our services must be accurate, complete, and truthful. Dealer further agree not to falsify, misrepresent, or omit any information, including but not limited to personal details, payment information, lead disposition or project cost reporting, or any data submitted through our platform. Any attempt to engage in fraudulent activities, including impersonation, unauthorized access, or manipulation of Company’s systems, is strictly prohibited and may result in the immediate termination of your account, forfeiture of any associated benefits, and potential legal action.
The headings of the sections in this agreement are provided for convenience of reference only and shall not be construed or interpreted as limiting or affecting the substance of the provisions hereof.
The Dealer may be asked to accept this agreement more than once — at onboarding, upon store access, and within Company’s applications — but each acceptance is an acceptance of this same agreement: multiple acceptances create no separate, duplicate, or cumulative agreement, obligation, or fee, this agreement runs continuously from the first acceptance, the most recently accepted version governs and supersedes all earlier versions, and Company’s electronic records of acceptance are conclusive absent manifest error. No terms of service, license, or platform terms in Company’s applications or websites supersede or limit this agreement as it applies to the Dealer, and no distributor, sales representative, or other third party has authority to bind Company or to make any representation, promise, or guarantee on its behalf as to territory, exclusivity, lead volume, pricing, margin, or product availability.
By clicking “Accept,” you confirm that you have read, understood, and agree to be bound by the terms and conditions outlined in this agreement. Your electronic acceptance is legally binding and equivalent to your handwritten signature.
COMPANY LEAD PROGRAM — Terms Applicable to Company Leads Only
This Exhibit A is attached to and forms part of the Certified Installer Company Agreement between MeshTek Labs / BlueHopper Solutions LLC (“Company”) and the Dealer. It applies only to Company Leads and to jobs arising from Company Leads. It does not restrict the Dealer’s conduct of any business that does not originate from a Company Lead. Capitalized terms not defined in this Exhibit have the meaning given in the body of the agreement.
A.1 Definitions
A.2 Assignment and Acceptance of Leads
A.3 Diligence in Winning and Serving the Job
For every accepted Company Lead, the Dealer shall, at its own cost, use diligent efforts to win, install, and service the job, and shall at minimum:
Failure to meet these standards on 2 (two) or more Company Leads in any rolling 90 (ninety) day period entitles Company to suspend lead assignment, reassign open leads, or terminate the Company Lead program immediately.
A.4 Products on Lead Jobs
A.5 Non-Circumvention and Non-Diversion
A.6 Ownership of Company Leads and Customer Data
A.7 Company’s Right to Reassign a Lead or Job
A.8 Pricing, Service and Consideration on Lead Jobs
A.9 Reporting, Records and Audit
A.10 Remedies for Breach of this Exhibit
A.11 Precedence and Independence
