TERMS AND CONDITIONS
SUBSCRIPTION SERVICE AGREEMENT BETWEEN USER AND www.amdvending.com
Welcome to www.amdvending.com. The www.amdvending.com website (the "Site") is comprised of various web pages operated by AMD Vending LLC ("Company"). www.amdvending.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.amdvending.com constitutes your agreement to all such Terms and by executing any Orders, the Subscriber agrees to all of the terms of this Agreement for accessing the Services.
We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any given time and for any reason. The Company will alert you about any changes by updating the “Last Updated” date of these Legal Terms, and you waive any right to receive specific notice of each change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
We recommend to save a copy of these Legal Terms for your records.
​
Privacy
Your use of www.amdvending.com is subject to the Company's Privacy Policy. Please review our Privacy Policy on the Site, which also governs the Site and informs users of our data collection practices.
This Subscription Service Agreement (hereinafter referred to as the “Agreement”) constitutes a legal, binding agreement between AMD Vending LLC (hereinafter referred to as the “Company”), a limited liability company organized under the laws of the State of Illinois, and the User whether you personally or on behalf of an entity (hereinafter referred to as the “Subscriber”), the Subscriber identified in the online signup submission form (hereinafter referred to as the “Order”) for the Services as defined on our website www.amdvending.com (hereinafter referred to as the “Site”) and states the terms upon which the Company provides such Services to the Subscriber.
The “Effective Date” of the Agreement shall be the date upon which the Subscriber first executes the Order for the Services listed on the Site.
​
Intro
The purpose of our website is to advertise Food and Beverage Vending Services to Businesses (hereinafter referred to as the “Location”) and advertise and sell Vending Machine Equipment. The purpose of our private forum on our website is to connect our fellow Vending Operators with an interested Location that has an interest in Vending Services for their Location. The Company comes across Locations in many different industries that typically request Snacks, Cold Beverages, Coffee, Fresh and Frozen Food, Non-Food Products, Essential Products, Amusement Machines, & ATM Machines.
​
Subscription Services
When the Subscriber signs up on the Site and places the Order to join the Company's Exclusive Vendor Network the Subscriber will have instant access to the Company's Exclusive Forum of available Vending Machine Locations. The Company will notify the Subscriber in real-time via electronic communication consisting of text messages and emails when a Location has expressed an interest in having Vending Machines installed at their Location and to check the Forum for the details (hereinafter referred to as the “Hot Lead”). The Company will only list to its Subscribers (Machine Type, Type of Business, Employee Count/Foot Traffic, City or Zipcode of Location, Hours of Operation, Type of Service Requested, Preferred Payment Preferences, If the Location is requesting a Revenue Share, and or If the Location will be paying the Subscriber for Service. The Subscription cost is only for access to the Company’s Exclusive Forum, If the Subscriber should determine he or she would like to Service the Hot Lead, the Subscriber can then purchase the Hot Lead for an additional cost which is attached to that specific Hot Lead. The Company may modify the Services and the Service Descriptions from time to time, provided that such modifications do not materially adversely affect the Order.
Subscription Fees and Payments
The Company will charge the Subscriber a standard monthly recurring fee for using our system. The Subscriber should review the complete and current price list before executing the Order. When the Subscriber executes the Order, the Subscriber will be charged $9.99 and will recur automatically every month and the Subscriber authorizes the Company to charge the Subscriber payment method on file in the amount of $9.99 and will recur automatically every month. The Subscriber will be allowed to pay by credit or debit card, or PayPal. The Company reserves the right to change our fees at any time for any reason, but when possible, we will give you at least one month’s advance notice of such change.
Subscription Cancellation and Refunds
The Subscriber can cancel their membership at any time, but the Subscriber will remain liable for all charges accrued up to that time including full monthly charges for the month for which the Subscriber discontinued service. The Company does not issue refunds to the Subscriber after the Subscriber has executed the Order. To Cancel the Order of Monthly Membership at any given time to the Site of the Company, the Subscriber must Cancel the Order under My Subscriptions in the Subscriber Account Profile and Click on Cancel My Subscription.
​
Electronic Communications
Visiting www.amdvending.com or sending emails to the Company and when signing up and executing an Order on the site to become a Subscriber constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and text, and on the Site, satisfy any legal requirement that such communications be in writing.
Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that the Company is not responsible for third-party access to your account that results from theft or misappropriation of your account. The Company and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content at our sole discretion. The Company reserves the right to refuse service to any Subscriber. If any Subscriber shall have the Company set an appointment & make a formal introduction on behalf of the Subscriber to a Location and the Subscriber decides at a later time not to want to Service the Location, the said Subscriber will be banned from the Site & No Refund of the Order paid by the Subscriber will not be refunded.
Account Profile
The Subscriber shall create an account within the Services. The Subscriber is responsible for ensuring that the Subscriber account registration information is complete and accurate, and the security and confidentiality of the Subscriber account credentials. It’s recommended that the Subscriber profile entails your Legal Name, Legal Company Name, Current Address, Phone Number, Email Address, Equipment Type you have available or open to providing a Location, Current Insurance Policy Types, and Amounts. Having this information available in your profile helps the Company better connect you with Locations that best suit the Subscriber's needs when Hot Leads come in. The Subscriber shall designate at least one authorized user who shall have administrative access to the Subscriber account, with full access privileges and the authority to place Orders. The Authorized User is responsible for managing all aspects of the Services, including without limitation, requesting changes or modifications to the Services, adding or removing users, webpages, URL(s), or adding or deleting Authorized Users. The Subscriber acknowledges and agrees that the Company will only accept such requests from an Authorized Subscriber or a verified officer of the Subscriber organization. The Company may, in its sole discretion, refuse to comply with any request if the identity of the Authorized Subscriber or the officer making any such request cannot be reasonably verified. The Services may only be used by the Subscriber authorized employees, agents or contractors in the performance of their duties to Location. The Subscriber shall notify the Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security. The Subscriber shall not permit the Company competitors to access the Services for any reason. The Subscriber is solely responsible for all activity that occurs within the Subscriber account and for the actions of its employees, contractors, or agents, whether or not such person is or was acting within the scope of their employment, engagement, or agency relationship.
Children Under Thirteen
The Company does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.amdvending.com only with the permission of a parent or guardian.
Links to Third-Party Sites/Third-Party Services
​
www.amdvending.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of the Company and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators. Certain services made available via www.amdvending.com are delivered by third-party sites and organizations. By using any product, service, or functionality originating from the www.amdvending.com domain, you hereby acknowledge and consent that the Company may share such information and data with any third party with whom the Company has a contractual relationship to provide the requested product, service, or functionality on behalf of www.amdvending.com users and customers.
No Unlawful or Prohibited Use
As a condition of your use of the Site, you warrant to the Company that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto. The Subscriber will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. The Company content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of the Company and the copyright owner. The Subscriber agrees that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized by these Terms.
​
Use of Communication Services
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send, and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations. The company has no obligation to monitor the Communication Services. However, the Company reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. The Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Company's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Company does not control or endorse the content, messages, or information found in any Communication Service and, therefore, Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction, and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
​
Materials Provided to www.amdvending.com or Posted on Any Company Web Page
The Company does not claim ownership of the materials you provide to www.amdvending.com (including feedback and suggestions) or post, upload, input, or submit to any Company Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing, or submitting your Submission you are granting the Company, our affiliated companies, and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company's sole discretion. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
​
Third-Party Accounts
You will be able to connect your Company account to third-party accounts. By connecting your Company account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature.
​
International Users
The Service is controlled, operated, and administered by the Company from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Company Content accessed through www.amdvending.com in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
​
Indemnification
You agree to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents, and third parties, for any losses, costs, liabilities, and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.
Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regard to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE, AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. AMD VENDING LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
THE COMPANY/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. AMD VENDING LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination/Access Restriction
The Company reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. The Company reserves the right to refuse service to any Subscriber. If any Subscriber shall have the Company set an appointment & make a formal introduction on behalf of the Subscriber to a Location and the Subscriber decides at a later time not to want to Service the Location, the said Subscriber will be banned from the Site & No Refund of the Order paid by the Subscriber will not be refunded. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Illinois and you hereby consent to the exclusive jurisdiction and venue of courts in Illinois in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. The Subscriber agrees that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this agreement or use of the Site. Company's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Company's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Company with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Company with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
The company reserves the right, in its sole discretion, to change the Terms under which www.amdvending.com is offered. The most current version of the Terms will supersede all previous versions. The company encourages you to periodically review the Terms to stay informed of our updates.
SIGNATORIES. This Agreement shall be executed by the Company, Owner, on behalf of AMD Vending LLC, and the Subscriber, and delivered in the manner prescribed by law as of the date first written above.
This Agreement is executed and agreed to by the Subscriber
By Checking the "I agree to terms & conditions box" upon signing up on our Site, you understand & agree this is a legal representation of your signature.
Contact Us
The company welcomes your questions or comments regarding the Terms:
AMD Vending LLC
142 W. 62nd St. Ste.19
Chicago, Illinois 60621
Email Address: customerservice@amdvending.com
Telephone number: (773) 948-7320
Fax: (312) 948-9046
Last Updated 1/28/24
Buying a Location Listed on the Site
When the Company lists an available Location on the Site, the Location can be in different stages of the sales cycle, it can be in the beginning stages of the sales cycle or the Location can be at the end of the sales cycle being already secured and ready for the Subscriber to complete an install as soon as possible. Depending on the what stage of the sales cycle the Hot Lead is in, thus will determine the type of Subscriber that will be able to Service the Location. For already secured Locations, the Subscriber will need to have a Legal DBA, or LLC, or INC., and have any necessary license or permits that may be required by the Subscriber local laws at the time of purchase of the Location. Please do your due diligence on what is needed for your local area. For Locations that are in the beginning stages of the sales cycle and that have not yet been secured, the Subscriber can still purchase the Hot Lead but it will be up to the Subscriber to close the deal and with this option, there is no guarantee the Location will allow you to service their Location, and although there is no guarantee, the Company will make a formal appointment with the Decision Maker for the Subscriber to meet with but again, it will be the Subscriber responsibility to close the deal with the Location.
Hot Lead Prices
The price of the Hot Lead will be attached to the specific Location. If the Company sends out a Service Proposal the Company will charge the Subscriber an additional cost of $30 for the Hot Lead, and If the Company sends out a Service Agreement the Company will charge the Subscriber an additional cost of $30 for the Hot Lead. If a Subscriber is interested in servicing a listed Location the Subscriber should call our office at (773) 948-7320.
Exclusivity
Locations listed on our Site or Social Media Pages are Exclusive to AMD Vending LLC, we do not allow other Companies to list our Locations on their websites, apps, or social media, or anywhere else for resale. The Company does not sell it’s Hot Leads to multiple Subscribers so the Subscriber is exclusive to the Hot Lead that was purchased. If the Subscriber has purchased a Location from the Company that was not secured by the Company and the Subscriber was unsuccessful in closing the Location and If the Location reaches back out to the Company to find the Location another Subscriber, the Company can resale that Location to a different Subscriber at that point.
Hiring us to Locate specifically for a Subscriber
The Subscriber is welcome to hire the Company directly to locate specifically for the Subscriber in their designated regions within the U.S. If the Subscriber would like the Company to secure a Location on behalf of the Subscriber so that the Subscriber has a guaranteed Location, the Subscriber will need to have a Legal DBA, or LLC, or INC., and have any necessary license or permits that may be required by the Subscriber local laws. If the Subscriber does not wish to obtain the above, the Company will then only set an appointment with the Decision Maker for the Subscriber to meet with and it will be the responsibility of the Subscriber to present, conduct the follow-up, & close the Location, as the Company will only make a formal connection between the Subscriber and the Location, and there is no guarantee the Location will decide to use the Subscriber Service. Please do your due diligence on what is needed for your local area.
Payments for Locations
Payments are due at time of purchase in the forms of debit or credit or PayPal with a 4% processing fee or Cash in person by appointment only.
Refund Policy for Locations posted on the Site
Once a Subscriber has executed an Order all sales are final no refunds as Services are rendered in full. Unforeseeable or uncontrollable circumstances will be assessed on a case-by-case basis for the replacement of a Location at no cost.
Refund Policy for Locations when hiring us to Locate for a specific Subscriber has a different Refund Policy and Replacement Policy.
NON-DISCLOSURE AGREEMENT
This Non-disclosure Agreement (this "Agreement") shall be made effective the date upon which the Subscriber first executes any Order for the Services listed on the Site, (the "Effective Date"), by and between AMD Vending LLC (the "Company"), of 142 W. 62nd St. Ste. 19 Chicago, IL. 60621 and the User, (hereinafter referred to as the “Subscriber").
Information will be disclosed to the Subscriber to determine whether the Subscriber would like to be the Vending Service Provider for the available location that is requesting Snacks, Cold Beverages, Coffee, Fresh and Frozen Food, Non-Food Products, Essential Products, Amusement Machines, & ATM Machines Services at their Location. The Company has requested and the Subscriber agrees that the Subscriber will protect the confidential material and information which may be disclosed between the Company and the Subscriber. Therefore, the parties agree as follows:
​
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material that is proprietary to the Company, whether or not owned or developed by the Company, which is not generally known other than by the Company, and which the Subscriber may obtain through any direct or indirect contact with the Company. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Company concerning the Location, technology, and information of the Company and any third party with which the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer, client lists, and potential vending locations. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
A. "Confidential Information" does not include:
-matters of public knowledge that result from disclosure by the Company;
-information rightfully received by the Subscriber from a third party without a duty of confidentiality;
-information independently developed by the Recipient;
-information disclosed by operation of law;
-information disclosed by the Subscriber with the prior written consent of the Company; -and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Subscriber understands and acknowledges that the Confidential Information has been developed or obtained by the Company by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Company which provides the Company with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
A. No Disclosure. The Subscriber will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Company.
B. No Copying/Modifying. The Subscriber will not copy or modify any Confidential Information without the prior written consent of the Company.
C. Unauthorized Use. The Subscriber shall promptly advise the Company if the Subscriber becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
D. Application to Employees. The Subscriber shall not disclose any Confidential Information to any employees of the Subscriber, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Company.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Subscriber has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Company shall be entitled to an injunction to restrain the Subscriber from disclosing the Confidential Information in whole or in part. The Company shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
IV. NON-CIRCUMVENTION. For a period of three (3) years after the end of the term of this Agreement, the Subscriber will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by the Company to the Subscriber for the purpose of circumventing, the result of which shall be to prevent the Company from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Company. If such circumvention shall occur the Company shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction plus a $5000 penalty fee.
V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Company, the Subscriber shall return to the Company all written materials containing the Confidential Information. The Subscriber shall also deliver to the Company written statements signed by the Subscriber certifying that all materials have been returned within five (5) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
VII. NO WARRANTY. The Subscriber acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Company does not represent or warrant that any product or business plans disclosed to the Subscriber will be marketed or carried out as disclosed, or at all. Any actions taken by the Subscriber in response to the disclosure of the Confidential Information shall be solely at the risk of the Subscriber.
VIII. LIMITED LICENSE TO USE. The Subscriber shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Subscriber acknowledges that, as between the Company and the Subscriber, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Company, even if suggestions, comments, and/or ideas made by the Subscriber are incorporated into the Confidential Information or related materials during the period of this Agreement.
IX. INDEMNITY. The Subscriber agrees to defend, indemnify, and hold harmless and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, costs and expenses resulting from the Subscriber material breach of any duty, representation, or warranty under this Agreement.
X. ATTORNEY'S FEES. In any legal action between the parties concerning this Agreement, the Company shall be entitled to recover reasonable attorney's fees and costs.
XI. TERM. The obligations of this Agreement shall survive 1 year from the Effective Date or until the Company sends the Subscriber written notice releasing the Subscriber from this Agreement. After that, the Subscriber must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure for an additional 1 year.
XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Illinois. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the terms of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
SIGNATORIES. This Agreement shall be executed by the Disclosing Party, Owner, on behalf of AMD Vending LLC, and the Subscriber, and delivered in the manner prescribed by law as of the date first written above.
This Non-Disclosure Agreement is executed and agreed to by the Subscriber
By Checking the "I agree to terms & conditions box" upon signing up on our Site, you understand & agree this is a legal representation your signature.
© 2023 AMD Vending LLC All Rights Reserved.
NON-CIRCUMVENTION AGREEMENT
This Non-Circumvention Agreement (this "Agreement") shall be made effective by the date upon which the Subscriber first executes any Order for the Services listed on the Site, (the "Effective Date"), by and between AMD Vending LLC (the " Disclosing Party "), of 142 W. 62nd St. Ste. 19 Chicago, IL. 60621 and the User, (hereinafter referred to as the “Subscriber"), hereafter called "the Parties."
WHEREAS, the Disclosing Party has a business opportunity to share with the Subscriber and any and all other opportunities relating to or derived from such opportunity, and
WHEREAS, all parties have protective and actual relationships with clients and others which hold to be essential to the conduct and profitability of its enterprise, and
WHEREAS, all parties recognize that mutual benefit may be derived when one party is introduced to or becomes acquainted with a third party identified to it by the other party, and
WHEREAS, all parties recognize that any such identification or location or introduction is a trade secret and is the exclusive and sole property of the disclosing party,
WHEREAS, all parties desire to be bound legally as to the requirement for maintaining the privacy and security of the aforementioned relationships; and
WHEREAS, the Disclosing Party and Subscriber have agreed to engage in a potential business opportunity that involves the following: Information will be disclosed to the Subscriber to determine whether the Subscriber could assist the potential business location with Vending Services. The Disclosing Party has requested and the Subscriber agrees that the Subscriber will protect the confidential material and information which may be disclosed between the Disclosing Party and the Subscriber.
Now, therefore, in consideration of the mutual promises and covenants herein contained and other good and valuable considerations, it is mutually agreed as follows:
I. NON-CIRCUMVENTION
1. NON-CIRCUMVENTION (CONTACTS). During the term of this Agreement, the Subscriber agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any potential locations, potential locations owners, officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the Subscriber for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party; such approval will be specifically granted in written form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction and plus be entitled to a penalty fee of $5000.
2. TERM OF AGREEMENT. The obligations of non-circumvention shall survive 3 year. The Disclosing Party may terminate this Agreement at any time upon written notice to the other party. Termination shall not affect confidentiality obligations with respect to any confidential information or business contacts that were obtained prior to the effective date of termination.
3. COMMISSION OR FEE AGREEMENTS. In case of breach of this Agreement, the subscriber will pay a monetary penalty that is equal to the commission plus an additional penalty fee of $5000 to the Disclosing Party should have realized in such transaction. The fee or commission agreement may vary surrounding each business transaction that takes place due to this agreement.
II. CONFIDENTIAL INFORMATION
4. TRADE SECRETS. All information that is exchanged or becomes known through the course of the business transaction between the Disclosing Party and Subscriber shall be deemed trade secrets. Trade secrets can include, but are not limited to, prepared information packages, financials, related documents, names of potential acquisitions, intermediaries, contacts and deal sources; deal structures, and financial considerations. The Subscriber and the Disclosing Party agree to preserve and protect the confidentiality of such information and shall not disclose this information without written permission from the Disclosing Party.
5. CONFIDENTIAL INFORMATION. The Disclosing Party and the Subscriber will keep confidential the names and other personal information of any contracts introduced or disclosed to the other party, and that their corporations, partnerships, divisions, associates, firm, employees, contractors, agents, joint ventures, assigns, consultants, or designed will not contact, participate or negotiate in any transactions with any of the contacts without first signing a written agreement with the party who provided such contact, unless that party gives prior written consent.
6. UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION - INJUNCTION. If it appears that the Subscriber has disclosed (or has threatened to disclose) confidential information in violation of this Agreement, The Disclosing Party shall be entitled to obtain an injunction to restrain the Subscriber from disclosing the confidential information in whole or in part. The Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
7. APPLICABILITY OF AGREEMENT. The Disclosing Party and Subscriber both agree that the provisions of this Agreement extend to the employees, officers, and representatives of their respective companies/businesses.
8. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Disclosing Party, the Subscriber shall return all written materials containing confidential information. Recipient shall also deliver to the Disclosing Party written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
III. MISCELLANEOUS
9. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
10. NO WARRANTY. The Subscriber acknowledges and agrees that the confidential information is provided on an "AS IS" basis. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Disclosing party does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the confidential information shall be solely at the risk of the Recipient.
11. ATTORNEY'S FEES. In any legal action between the Parties concerning this Agreement, the Disclosing Party shall be entitled to recover reasonable attorney's fees and costs from the Subscriber.
12. ARBITRATION. In the event of any dispute, controversy, or claim related to or arising from the terms of this Agreement, the Parties hereto hereby agree that any such dispute, controversy or claim shall be settled by arbitration in accordance with the Commercial Arbitration Rule of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Said arbitration shall be conducted in Illinois. Such dispute resolution shall be in accordance with the applicable substantive laws of Illinois. The Disclosing Party shall be entitled to all fees and costs arising, including, but not limited to, attorney's fees and costs.
13. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the Parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the state of Illinois. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement. All of the obligations contained in this agreement are mutual and reciprocal. This agreement shall be binding on the Parties, their subsidiaries, agents, brokers, divisions, associates, employees, heirs, affiliated companied, assigns or designees.
14. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
15. SIGNATORIES. This Agreement shall be executed by the Disclosing Party, Owner, on behalf of AMD Vending LLC, and the Subscriber, and delivered in the manner prescribed by law as of the date first written above.
This Non-Circumvention Agreement is executed and agreed to by the Subscriber
By Checking the "I agree to terms & conditions box" upon signing up on our Site, you understand & agree this is a legal representation your signature.
© 2023 AMD Vending LLC All Rights Reserved.