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Vendor Payment Services Addendum

THIS VENDOR PAYMENT SERVICES ADDENDUM (the “Addendum”), is entered into by and between Extreme Reach, Inc. and its Affiliates, a Delaware corporation (“XR” or “Party”), located at 66 Hudson Boulevard East, Suite 2110, New York, New York 10001, and the Customer listed in the applicable Order Form ("Customer" or "Party") and explicitly modifies the Platform Terms and Condition (the “Terms”) entered into between the Parties. If there is any inconsistency between the terms of this Addendum and the Terms  with respect to the services hereunder, the terms of this Addendum shall prevail. If there is any inconsistency between the terms of this Addendum and the Order Form with respect to the services hereunder, the terms of the Order Form shall prevail.

  1. Services. XR will provide services to Customer, on a non-exclusive basis, to make payments on behalf of Customer to designated vendors. Vendor payments will be made as specifically requested by Customer, contingent upon XR's receipt of payment and proper documentation.
  2. Payment Terms. Rates are detailed in the Rate Card attached as Attachment A to the Order Form. These rates shall remain in effect during the term of this Order Form. Any applicable shipping charges or wire fees are Customer’s responsibility. Payments are to be as follows:
    1. Vendor Payment Invoice Payment Terms: as detailed in the Order Form.
    2. If payment is delinquent by more than five (5) business days, payments will not be released to Vendors until the account becomes current. Any amounts remaining past due more than fifteen (15) days will bear interest at the rate of one and a half percent (1.5%) per month, compounded on a monthly basis. Customer agrees that payment is the sole responsibility of Customer and is not contingent upon Customer’s ability to bill, collect payment or settle obligations with a third-party.
    3. Checks returned unpaid from Customer’s bank will be subject to a one-time late payment charge of three percent (3%), which the Parties agree is a fair estimation of the costs to offset additional work required by XR.
    4. In the event that Customer requires Purchase Orders or other documentation in order to process payment, it is Customer's responsibility to ensure that such documentation is submitted to XR with sufficient time for XR to provide such documentation back to Customer in a timely manner. If Customer fails to submit such documentation in a timely manner, it waives any requirement that such documentation be processed prior to payment of invoices and/or will be liable for associated late payment penalties.
  3. XR Obligations:
    1. Payments will be issued to vendors following receipt of all required information/documentation and necessary funds;
    2. Payments will be made in the appropriate currency based on documents provided by Customer;
    3. XR explicitly does not have any relation to the vendors other than processing payments, and any supervision of vendors’ services and/or contracting with vendors must be by Customer or its agents.
  4. Customer Obligations.
    1. Customer agrees to timely and accurately deliver to XR all funds (unless otherwise set forth herein), documentation and information required to complete payments to vendors. Such materials include, depending on payment, complete and accurate W9, VAT ID, vendor contract, state of legal registration for vendor, and wiring instructions, information and documentation if applicable, etc.
    2. During the term of the Order Form, Customer agrees that it will pay XR a handling fee for its services as set forth in the Rate Card.
  5. Customer Warranty. Customer, or its agents, shall be fully responsible for and shall supervise all activities related to the rendering of vendor's services, ensuring compliance with all applicable laws, required notices, and applicable union rules. XR has no role with respect to engagement of the vendor and maintains no control over any facet of the vendor’s rendering of services on behalf of Customer. Customer further warrants that the vendor is properly categorized as an independent contractor of Customer and that no taxes are legally required to be withheld from payment to the vendor by XR. Customer further warrants that payments made to the vendor do not violate any and all applicable laws or regulations, including but not limited to export controls, economic sanctions laws, anti-boycott laws, the United States Foreign Corrupt Practices Act, and the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Customer further represents and warrants that no individual or entity to be paid under this Agreement is included on any of the restricted party lists maintained by any applicable government.
  6. Indemnification. In addition to the indemnification obligations set forth in Section 10 of the Terms:
    1. Customer agrees to indemnify and hold harmless XR, and its respective parent, subsidiary and affiliated entities and each of their respective officers, directors, shareholders, employees, agents and assigns, from and against any and all claims, actions, demands, awards of damages, administrative complaints or charges, fines, penalties, taxes, assessments, amounts paid in settlement or other loss or expense, including reasonable outside attorneys' fees and costs of defense, incurred by XR as a result of (i) Customer’s breach or violation of any clause, condition, representation, warranty or provision of this Addendum, (ii) Customer’s gross negligence and/or willful misconduct, (iii) inaccurate or fraudulent information provided to XR, (iv) XR's role as the entity making such payments on behalf of Customer, except to the extent that such claim is due to XR's breach or violation of any clause, condition, representation, warranty, or provision of this Addendum, or other gross negligence or willful misconduct, or (v) an individual being incorrectly classified as an independent contractor where Customer has instructed XR to pay such worker as an independent contractor. Customer’s indemnification obligation pursuant to this paragraph shall survive termination of this Addendum and/or the Order Form.
    2. XR agrees to indemnify, defend and hold harmless Customer, and its parent, subsidiary and affiliated entities and each of their respective officers, directors, shareholders, employees agents and assigns, from and against any and all claims, actions, demands, awards of damages, administrative complaints or charges, fines, penalties, taxes, assessments, amounts paid in settlement or other loss or expense, including reasonable attorneys' fees and costs of defense, incurred by Customer as a result of (i) any breach or violation by XR of any clause, condition, representation, warranty, or provision of this Addendum, or (ii) XR’s gross negligence and/or willful misconduct with respect to this Addendum. XR’s indemnification obligation pursuant to this paragraph shall survive termination of this Addendum and/or the Order Form.