Vendor Partner Terms and Conditions
1. Introduction
Welcome to FacilityLync, where we provide top-tier facility maintenance services for commercial and residential multisite organizations nationwide. As
an essential partner to our customers and technicians, we offer dedicated teams, local field support, 24/7 coverage, tailored products, and a customer-
first commitment. We deliver uninterrupted peace of mind to our customers.
Below, you’ll find FacilityLync’s terms and conditions for its Vendor Partners (the “Agreement”). Throughout the Agreement, you may be referred to
interchangeably as “you,” “your,” and “Vendor Partner.” If you are a company, organization, or other legal entity, “you,” “your,” and “Vendor Partner” also
includes all representatives, agents, contractors, employees, and affiliates.
Please read this Agreement carefully. By accepting this Agreement or using any of FacilityLync’s services, you are agreeing to be bound by the terms
herein. If you do not agree with this Agreement, you must not use the Services.
2. Changes to this Agreement
FacilityLync may occasionally make changes to this Agreement. It is your responsibility to periodically review this Agreement for updates or changes.
Changes to this Agreement are effective upon the date indicated in such notice or posting. Your continued use of the Services after changes have been
made will constitute your acceptance of the changes.
3. Use of Services
As a FacilityLync Vendor Partner, you’ll be granted access to premium job opportunities at our customer locations. By using our Services, you agree to
comply with the terms of this Agreement and applicable law. FacilityLync reserves the right to terminate, suspend, or restrict your use of the Services
without notice or liability, for any reason, at our sole discretion.
Specific Services may have additional terms and conditions (“Service Terms”). Your use of the Services will be subject to the applicable Service Terms. If
the terms of this Agreement conflict with the Service Terms, you shall comply with the term providing the higher quality of services or greater obligation
on you.
By using the Services, you agree:
– To provide true, accurate, current, and complete information when requested by FacilityLync.
– To maintain and promptly update this information.
– To use limited-access portions of the Services only using the access credentials issued to you by FacilityLync.
– That you have the appropriate authority and authorization to create a binding agreement with FacilityLync.
You may not under any circumstances:
– Use the Services for any illegal purpose.
– Attempt to gain unauthorized access to FacilityLync’s data or the data of other users.
– Use the Services to create a competitive product or service.
– Use any proprietary information of FacilityLync without prior written consent.
– Reverse engineer or attempt to derive the source code of the Services.
– Provide false information or remove any copyright, trademark, or proprietary rights notices.
4. Intellectual Property Rights
You understand that the Services are FacilityLync’s proprietary property, and all related intellectual property is owned by, controlled by, or licensed to
FacilityLync. No part of the Services or Content may be exploited for any commercial purpose.
5. Service Orders and Contract Documents
In connection with FacilityLync’s service offerings, we may issue you a service order (“Service Order” or “Job”) to furnish labor, materials, and services
(“Work”). The “Contract Documents” for each Service Order include:
– This Agreement.
– The Service Order.
– Any other signed agreement between FacilityLync and Vendor Partner applicable to the Work.
– Any written agreement between FacilityLync and the Owner.
– All drawings, specifications, and addenda applicable to the Work.
The Contract Documents represent the entire agreement between Vendor Partner and FacilityLync. They may only be amended or modified by a writing
signed by both parties.
6. Performance of the Work
FacilityLync expects all Work to be performed diligently and in a good and workmanlike manner. You must use adequately trained personnel and provide
all necessary tools, equipment, materials, and labor. You cannot perform Work without a valid Service Order.
A. Failure to Perform
If FacilityLync determines that you failed to adequately provide the Work, we may engage a third party to perform your duties at your expense.
B. Changes in the Work
FacilityLync may make changes to any Service Order by providing notice to you. You must submit a detailed breakdown of changes in labor and
materials affected by such change for approval.
C. Taxes, Permits, Notices, and Compliance with Laws
You are responsible for all taxes related to the Work and must comply with all laws and regulations.
D. Site Investigation
You must complete an investigation of the Work site before beginning the Work.
E. Professionalism
You must maintain professionalism at all times when performing the Work at customer sites.
F. Accident and Safety Reporting
You must immediately report any safety issues or accidents to FacilityLync.
G. Liens
You waive all liens for work performed under this Agreement.
H. Use of FacilityLync Property
You may use FacilityLync equipment with our consent and indemnify us for any damages.
7. Taxes and Insurance
You must obtain and maintain all required insurance and provide proof upon request.
A. General Liability Insurance
You must carry comprehensive general liability insurance with specified limits.
B. Automobile Liability Insurance
You must carry automobile liability insurance with specified limits.
C. Workers’ Compensation and Employers’ Liability Insurance
You must maintain workers’ compensation insurance as required by law.
8. Warranty
You must correct any defects in the Work for a specified warranty period.
9. Invoicing and Payment
To receive payment, you must submit invoices with required information by specified deadlines. Failure to comply may result in forfeiture of payment.
A. Required Invoice Information
Invoices must contain specified information, and any deficiencies must be corrected promptly.
B. Invoicing Deadlines
Invoices must be submitted by specified deadlines, or you forfeit payment.
C. Required Payment Information
You must provide required remittance information to receive payment.
D. Payment Terms
Payment terms are specified, and FacilityLync reserves the right to offset costs against amounts owed.
10. Confidentiality
Provider acknowledges that (a) FacilityLync has valuable customer and referral relationships, (b) as part of a Service Order, Provider may interact with
FacilityLync’s customers and referral sources, and (c) Provider may receive or be exposed to Confidential Information.
“Confidential Information” means any information concerning FacilityLync, whether written or oral, including but not limited to information concerning
FacilityLync’s business, markets, intellectual property, use of technology, proprietary technology, business plans, projections, financial results or financial
information, products, services, pricing, actual or prospective customers, suppliers, or vendors, furnished by or on behalf of FacilityLync (including, but
not limited to any and all trade secrets of FacilityLync), whether disclosed now, hereafter or at any time in the past, to the extent that the same are
treated as confidential or proprietary by FacilityLync. Notwithstanding the forgoing, Confidential Information shall not include information which: (i) is or
becomes generally available to or known by the public at large (other than as a result of a disclosure by Provider in breach of any of its obligations under
this Agreement); or (ii) which Provider can demonstrate is or becomes available to Provider from a
source other than FacilityLync or FacilityLync’s customers or referral sources, provided that such source is not subject to a confidentiality agreement or
similar agreement with FacilityLync. “Confidential Information” shall also include, but not be limited to, all memoranda, notes, reports, lists, documents,
and other media, whether in written, electronic or any other form, to the extent that the foregoing contain or are related in any way to any Confidential
Information.
Provider shall maintain strict confidentiality of any Confidential Information that it receives and shall not use the Confidential Information nor disclose any
part of it to any other person, other than to carry out Provider’s duties under a Service Order. Provider shall be strictly liable for enforcing the terms of
this provision as to Provider’s employees, contractors, and any other related party, and shall take all such actions, legal or otherwise, to the extent
necessary to cause them to comply with the terms and conditions of this provision and thereby prevent any disclosure of the Confidential Information.
Provider acknowledges Section 10 shall survive the termination of this Agreement and the scope and duration of this Section are reasonable. If any of
the covenants or provisions of this Section 10 are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties
contemplate that the tribunal making such determination shall reduce such extent, duration, scope or other provision and enforce it in its reduced form
for all purposes contemplated by this Agreement. Provider agrees to pay all legal costs of FacilityLync, including reasonable attorneys’ fees and
discovery costs, in any successful legal action brought by FacilityLync to enforce this Section 10.
11. Non-Circumvention & and Non-Solicitation
FacilityLync has created and maintained multi-year relationships with its customers. We have also created world-class facilities maintenance applications
and solutions. You acknowledge that your use of the Services is expressly conditioned on your agreement to not, directly or indirectly, interfere with
FacilityLync’s interest in or relationship with any FacilityLync customer, nor shall you circumvent or attempt to circumvent FacilityLync by contacting any
FacilityLync customer concerning a Service Order without the prior written consent of FacilityLync.
FacilityLync acknowledges that Provider may have performed services for FacilityLync’s customers prior to Provider entering into this Agreement and
may continue its working relationship with any such customer after the termination of this Agreement, provided that, for a period of one (1) year after
termination of this Agreement, Provider shall not, on Provider’s own behalf or on behalf of others, solicit, divert or appropriate, or attempt to solicit, divert
or appropriate, any business from any of FacilityLync’s customers with whom Provider had any material contact, for purposes of providing products or
services that are competitive with those provided by FacilityLync.
This Section 11 is material to FacilityLync’s agreement to engage Provider for Work, and if not for this Section, FacilityLync would not offer, enter, or
continue a relationship with Provider. Provider agrees the obligations created above are necessary and reasonable to protect FacilityLync and expressly
agrees that monetary damages alone would be inadequate to compensate FacilityLync for any breach by Provider. Accordingly, Provider agrees and
acknowledges that any such violation or threatened violation will cause irreparable injury to FacilityLync and that, in addition to any other remedies that
may be available, in law, in equity or otherwise, FacilityLync shall be entitled to obtain injunctive relief against Provider for the actual or threatened
breach of this Agreement without the necessity of proving actual damages.
Provider acknowledges Section 11 shall survive the termination of this Agreement and the scope and duration of this Section are reasonable. If any of
the covenants or provisions of this Section 11 are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties
contemplate that the tribunal making such determination shall reduce such extent, duration, scope or other provision and enforce it in its reduced form
for all purposes contemplated by this Agreement. Provider agrees to pay all legal costs of FacilityLync, including reasonable attorneys’ fees and
discovery costs, in any successful legal action brought by FacilityLync to enforce this Section 11.
12. Subcontracting and Assignment Prohibited
FacilityLync expects Provider to be performing the Work directly and the use of subcontractors is expressly prohibited. This Agreement may not, in part
or in whole, be assigned nor subcontracted by Provider without the prior written consent of FacilityLync, which may be withheld by FacilityLync in its
sole discretion. In the event FacilityLync so consents, Provider shall remain directly responsible and liable to FacilityLync for the Work and activities of its
assignee, for each such person’s compliance with this Agreement and for each such person’s acts and omissions, as well as for any payments required to
be made to such persons. FacilityLync may assign this Agreement or any Service Order, in whole or in part, in its sole discretion.
References to Provider’s subcontractors or sub subcontractors elsewhere in this Agreement shall not be interpreted as granting Provider permission to
subcontract.
13. Termination
FacilityLync may, at any time, terminate this Agreement or any individual Service Order for FacilityLync’s convenience and without cause by providing
notice to Provider. Upon receipt of notice from FacilityLync of such termination, Provider shall (i) cease operations as directed by FacilityLync in the
notice, (ii) take all action necessary for the protection and preservation of the Work, and (iii) terminate all existing subcontracts and purchase orders. In
the event of termination, FacilityLync will pay Provider for Work properly performed prior to the effective date of termination.
Upon the termination of this Agreement or any individual Service Order for any reason at any time, Provider shall immediately return to FacilityLync all of
FacilityLync’s property, documentation, trade secrets, Confidential Information, and proprietary materials in Provider’s possession, custody, or control.
Provider acknowledges that continued possession or use of this information after termination may be deemed a conversion or theft of proprietary
materials.
After termination, Provider further agrees to cooperate reasonably with all matters requested by FacilityLync relating to matters within the scope of the
parties’ relationship under this Agreement.
Provider’s covenants, representations, warranties and other provisions under this Agreement, including Provider’s obligation to indemnify, defend, and
hold harmless, shall survive any termination of this Agreement and any Service Order.
14. Disputes and Limitation of Liability
PROVIDER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTES, PROBLEMS, OR DISSATISFACTION WITH FACILITYLYNC IS TO CEASE
THE USE OF FACILITYLYNC’S SERVICES.
IN NO EVENT WILL FACILITYLYNC, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS,
ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR
INABILITY TO USE FACILITYLYNC’S SERVICES, THE AGREEMENT, OR ANY SERVICE ORDER, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO
WHETHER FACILITYLYNC HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;
OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO FACILITYLYNC’S SERVICES, THE AGREEMENT, AND SERVICE ORDERS IN EXCESS OF THE
COMPENS
ATION PAID TO PROVIDER UNDER THE APPLICABLE SERVICE ORDERS.
Nothing in the Agreement removes or limits FACILITYLYNC’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its
negligence, and, if required by applicable law, gross negligence.
PROVIDER AGREES THAT ANY CLAIM AGAINST FACILITYLYNC MUST BE COMMENCED, BY FILING AN INDIVIDUAL ACTION IN ACCORDANCE WITH THIS
SECTION, WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT,
OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN
THAT TIME PERIOD. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
This Agreement and all Service Orders will be governed by and construed in accordance with the laws of the State of Ohio applicable to agreements
made and entirely to be performed within such jurisdiction, without regard to its conflict of law provisions; provided, however, that if an obligation of
Provider hereunder is invalid or unenforceable under the laws of the State of Ohio, but such obligation would be valid and enforceable under the State
where the Work is performed or the jurisdiction where Provider’s principal office is located, then the laws of such other State shall control with respect to
such obligation only.
Provider agrees that any action to interpret or enforce this Agreement shall be brought and maintained only in the state or federal courts located in
Hamilton County, Ohio. Provider consents to the exclusive jurisdiction of such courts and waives any objection Provider might otherwise have to
jurisdiction and venue in such courts and Provider consents to service by any method permitted by such courts. If Provider files an action in any other
court, then Provider shall pay FACILITYLYNC’s attorneys’ fees and costs associated with moving the action to the courts of exclusive jurisdiction. Final
judgment (certified or any indebtedness therein described) in any such action or proceeding shall be conclusive and may be enforced in any court of
competent jurisdiction by suit on the judgment. Notwithstanding the above, FACILITYLYNC shall have the right to bring an action or claim, including but
not limited to a cross claim or third party claim against Provider to interpret or enforce this Agreement or any Service Order in a state or federal court in
which a claim or demand has been asserted against FACILITYLYNC arising out of, relating to, or in connection, in whole or in part, with any services or
product that were provided or were supposed to be provided by Provider pursuant to the applicable Service Order.
15. Indemnification
FACILITYLYNC and Provider agree that, to the fullest extent permitted by law, Provider shall indemnify, defend, and hold harmless FACILITYLYNC, its
clients and customers, the Owner and all of their respective tenants, lessees, shareholders, members, managers, officers, directors, representatives,
agents, other subcontractors, employees and any other person or entity claiming through them and any other person or entity acting in a similar capacity
(collectively, “Indemnitees”) from and against all claims, actions, demands, suits, judgments, damages, losses, awards, expenses and any other charges
of any other kind (singularly, “Loss” and collectively, “Losses”) including, but not limited to, reasonable attorneys’ fees that are alleged to or actually arise
out of, relate to, or are incurred in connection, in whole or in part with: (a) the acts or omissions of Provider, its agents, representatives, officers,
directors, shareholders, members, managers, employees, subcontractors, material suppliers, equipment providers, or any other person or entity acting in
a similar capacity on behalf of Provider; (b) the performance or non-performance of Provider’s Work under any Service Order; and/or (c) breach by
Provider of any representation, warranty or other provision of this Agreement or any Service Order, including but not limited to the enforcement of
Provider’s duty to defend and indemnify against Losses. By entering into this indemnification agreement, Provider expressly and specifically waives any
workers’ compensation immunity or any non-waivable rights to which it would otherwise have been entitled whether said immunity or rights are
constitutional, statutory or otherwise.
Provider’s duty to defend or pay for the defense (including but not limited to legal representation) of any and all Indemnitees against potential Losses
arises as soon as any of the named Losses are alleged to have occurred regardless of whether Provider intends to assert a defense against liability for
such Losses and whether Provider is ultimately held not to be liable as a result of Provider’s asserted defense. FACILITYLYNC shall have the right to
offset any amount owed to Provider under or in connection with any Service Order (“Offset”) against any payments deemed owed to Provider by
FACILITYLYNC under all Service Orders, including, without limitation, Offset for any indemnification deemed by FACILITYLYNC to be due by Provider
under this provision. In the event FACILITYLYNC determines a Loss has occurred or Provider’s insurance carrier has refused to accept written tender
requesting indemnification or defense for any such Loss, in addition to any right of Offset, FACILITYLYNC may withhold any amounts due Provider at the
sole discretion of FACILITYLYNC, not as a liquidated damage, but as an advance (“Advance”) towards any indemnifiable amounts. Any Offset or Advance,
as provided herein, shall be in addition to and in no way limit any other rights or remedies available under this Agreement and applicable law.
16. Notices
All notices, requests, demands and other communications required by or permitted hereunder shall be in writing and shall be deemed to have been duly
given when received by the other party to whom directed, provided however, that notice shall be conclusively deemed given at the time of its deposit in
the United States mail when sent by certified or registered mail, postage prepaid, to the other party at such party’s principal place of business or sent by
private carrier when signed by the receiving party.
Any notice to FACILITYLYNC shall be addressed to FacilityLync Corp, 712 H Street NE PMB 1296, Washington, DC 20002, Attn: Legal Department. Any
notice to Provider shall be sent to the address provided by Provider in the Service Order or otherwise on record with FacilityLync.
17. Miscellaneous
A. Force Majeure
Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is
caused by occurrences beyond the party’s control, including but not limited to acts of God, war, government regulations, terrorism, embargoes,
epidemics, natural disasters, labor strikes, or the failure of the internet.
B. No Third-Party Beneficiaries
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
C. Entire Agreement
This Agreement, including any Service Orders or Service Terms, constitutes the entire agreement between FacilityLync and Provider regarding the
subject matter herein.
D. Waiver and Severability
The failure of FacilityLync to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such
provision. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
E. Survival
Sections 7 (Taxes and Insurance), 8 (Warranty), 9 (Invoicing and Payment), 10 (Confidentiality), 11 (Non-Circumvention & Non-Solicitation), 12
(Subcontracting and Assignment Prohibited), 13 (Termination), 14 (Disputes and Limitation of Liability), 15 (Indemnification), 16 (Notices), and this
Section 17 shall survive any termination or expiration of this Agreement.
F. Modification
This Agreement may only be modified by a written amendment signed by an authorized representative of each party.
G. Interpretation
The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.
H. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same
instrument.
By accepting this Agreement, you acknowledge that you have read, understand, and agree to be bound by all its terms and conditions.