Terms & Conditions

TERMS AND CONDITIONS OF MEMBERSHIP IN OURSALESREP.COM

The following are the terms and Conditions of participation in OurSalesRep.com, a website designed to match independent sales reps with appropriate Vendors. By joining OURSALESREP.COM and continuing to participate, you agree to be and remain bound by these Terms and Conditions. As a member you shall be a non-agent independent contractor of OURSALESREP.COM, subject to these Terms and Conditions, as amended from time to time, and in that capacity shall not be acting on behalf of OURSALESREP.COM in a fiduciary capacity nor have any authority to act on behalf of OURSALESREP.COM and any revisions thereto shall be made available to you when you access our website.

OVERVIEW AND ACTIVITIES

OURSALESREP.COM matches professional sales representatives with interested vendors targeting specific companies or territories. OURSALESREP.COM arranges for independent reps to cover under contract specific companies identified in the contract or territories identified in the contract.
OURSALESREP.COM also arranges for independent reps to participate in different types of consulting projects ("Projects") for Vendors such as:

  • Ongoing consultations and in-depth projects
  • Telephone consultations
  • Reports
  • Participation in on-line discussion groups
  • Participation in on-line surveys
  • Setting up one time meetings with specific customers
  • Identifying key personnel at specific customers

MEMBERSHIP POLICIES

OURSALESREP.COM does not wish to encourage conflicts between independent sales reps and other companies they represent. You may only join in and participate in Projects if you have obtained the necessary consent and waivers from any other parties you represent. If you are employed and your employer’s policies require you to receive explicit consent for your participation in OURSALESREP.COM, you agree to obtain such consent prior to participating. Prior to joining OURSALESREP.COM you should review employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements to ensure you are able to participate in OURSALESREP.COM. You should also consider contacting appropriate persons within your organization to confirm that your participation is permissible and to receive any consents required.

By joining OURSALESREP.COM, you represent that you have obtained all such necessary or appropriate consents and approvals. If you are unsure about your ability to comply with these guidelines and restrictions, then you must decline to participate in OURSALESREP.COM.

PARTICIPATION IN OURSALESREP.COM PROJECTS

You should not participate in any project that represents a conflict of interest.
You can not divulge any trade secrets, intellectual property or other confidential information not owned solely by you
You can not release or divulge any information covered by a “non disclosure agreement” signed by you or somebody in authority over you.
You cannot engage in any project that would result in a violation of applicable law or your obligation to a third party.
You can not participate in any project where to do so would breach any agreement or other obligation to any person, employer, former employer or other entity.
You can not participate if in so doing could result in the release of material or relevant nonpublic information concerning any public company or violate any law or regulation.

If, by inadvertence, you receive an invitation to a project concerning a company of which you are a director, officer or other employee, you must decline the invitation and notify OURSALESREP.COM, except where specifically agreed upon by OURSALESREP.COM and the relevant company.
Sales reps who are directors or employees of companies should avoid consultations with competitors.
Except where specifically agreed upon by OURSALESREP.COM and the relevant company, you confirm that you are acting in your individual capacity when interacting with Vendors on Projects and you shall not speak about or act on behalf of your employer or any other entity, including OURSALESREP.COM, in your interaction with Vendors on Projects.
During your participation in OURSALESREP.COM, you will be expected to act in good faith, in a professional and workmanlike manner, to the best of your ability, and at all times consistent with these Terms and Conditions. It is your responsibility to ensure that you do not violate any law, regulation, agreement, or other obligation during or relating to your participation with OURSALESREP.COM. You are solely responsible for any content or action you contribute to Projects.
Should you become concerned with the nature of any inquiry or action by a Vendor, or become concerned whether your participation with OURSALESREP.COM in any Project could result in a violation of any law, regulation, or agreement or other obligation you may have, or could result in the release of trade secrets or other proprietary or confidential information, you should discontinue your participation and notify us immediately.

ASSIGNMENT AND ACCEPTANCE OF PROJECTS

OURSALESREP.COM endeavors to match potential members to companies based upon its understanding of the company and the information potential members provide about their availability and background. You represent that the biographical and background information you have provided us is accurate and complete in all material respects, and that you will regularly review and update such biographical information. You agree that OURSALESREP.COM shall have the right to revise your biographical information based upon information that it receives.

Participation in Projects is at your discretion. Potential sales reps are never obligated to accept a Project and may decline to participate for any reason. OURSALESREP.COM makes no representation regarding the frequency or quantity of Project invitations that you will receive. You acknowledge that you may be deemed ineligible for certain Projects based upon rules or policies OURSALESREP.COM may adopt to govern participation in the Project.
Contact with Vendors

Membership in OURSALESREP.COM is non-exclusive and in consultations there is no minimum time commitment unless agreed in writing. Vendors have requested that OURSALESREP.COM members exhibit discretion in their follow-up communications with them. As a condition to participation in OURSALESREP.COM consultation program you agree that, for a period of one year from introduction to a party to whom you have been first introduced by OURSALESREP.COM in connection with a Project, not to knowingly solicit Projects from or propose any kind of consulting relationship to such party without written permission of OURSALESREP.COM.
If you are engaged in on ongoing sales rep the individual rep contract governs the continual relationship between you, OURSALESREP.COM and the Vendor.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Confidentiality of Your Personal Information: OURSALESREP.COM recognizes and appreciates that you may not want your name or contact information disclosed to unknown parties. By agreeing to the terms hereof we and you agree that we will maintain the information you provide us and any additional information we collect through our interaction with you, for our own internal use and for presentation to Vendors, except as otherwise set forth in these Terms and Conditions. OURSALESREP.COM will never sell your information to third party marketers or similar organizations. We reserve the right to conduct a background check on you, including through a third party service, at our option.
You agree that OURSALESREP.COM may discuss your participation or proposed participation in a Project with third parties for the purpose of confirming any consents or approvals that may be required. You further agree that OURSALESREP.COM may disclose information about you to third parties that may wish to use your services.

Non-Disclosure of OURSALESREP.COM and Vendor Information

While you are a member of OURSALESREP.COM and thereafter, you agree not to disclose to any Third Party (as defined below) or to attempt to use or personally benefit from any Protected Information (as defined below) that is disclosed to or known by you by your participation in OURSRALESREP.COM. This obligation shall continue until such time as the Protected Information has become publicly available through no action of your own, except to the extent required by law. “Protected Information” shall include for purposes of this Non-Disclosure section: the contents or existence of any Project or proposed Project., including without limitation the name of the Vendor; information about actual or potential business or investment decisions; any other confidential information of OURSALESREP.COM or the Vendor Clients and any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information of the Vendors or of OURSALESREP.COM. “Third Party” shall mean for purposes of this section any entity, organization or person other than the party who disclosed the Protected Information to you. If you are compelled by order of a court or other governmental or legal body ( or have notice that such an order is being sought) to divulge any Protected Information to anyone other than OURSALESREP.COM, you will promptly and diligently notify OURSALESREP.COM and will cooperate with OURSALESREP.COM in protecting such information to the extent possible under applicable law.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Vendor description to secure any required third party consent to your participation in OURSALESREP.COM or in a Project prior to accepting an invitation for that Project.

Intellectual Property Rights

All material on OURSALESREP.COM web sites, whether explicitly marked or not, as well as any other OURSALESREP.COM materials that you receive as a Member, is the proprietary property of OURSALESREP.COM, and all intellectual property rights therein are the property of OURSALESREP.COM except as specifically set forth in these Terms and Conditions. Unless otherwise agreed in writing in advance of a Project, any communication or material you produce or transmit in the course of your work on such a Project for a Vendor must be your original work product, will be owned by such a Vendor as a "work for hire" under the applicable laws, and may be used by such Vendor for any purpose permitted under that Vendor’s agreement with OURSALESREP.COM, which may include reproduction, disclosure, transmission, publication, broadcast, and posting. It is your personal responsibility to be sure that you have the right to share any messages, information, or other content you post on OURSALESREP.COM web sites or provide to Vendors.
Without limiting the foregoing, you agree that each Vendor is free to use any ideas, concepts, know-how, or techniques contained in any communication you transmit to that Vendor for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. Any inventions, discoveries or improvements that are based in full or part on any information you provide to a Vendor in the course of a Project, and all intellectual property rights therein, shall be owned entirely by and shall be proprietary to the Vendor.

COMPENSATION

The scope of any consultation will be outlined in an invitation to you from OURSALESREP.COM. You should not perform, and you will not be compensated for, preparatory research, follow-up work or research, work outside the scope of the Project as described in the invitation, or in-depth Projects without our prior written authorization. Vendors cannot authorize such additional work. Unless otherwise agreed in writing by OURSALESREP.COM or as otherwise stated in any Project invitation, you will only be compensated for the time spent interacting with Vendors and you will not be compensated for wait time or for time set aside if a consultation with a Vendor does not occur.
Compensation for an ongoing sales representation for a Vendor will be governed by a standard Sales Representation Agreement between you and OURSALESREP.COM.

Access Rights

Your username and password are for your individual use only. You may not share your account information with others other than your assistants directed by you and only if they agree to be bound by the confidentiality provisions above. Your accounts are authorized on an individual basis for individual use, unless specified otherwise by specific contract between OURSALESREP.COM and you.

Payment

You must follow any existing employer’s policies that may relate to payment through the OURSALESREP.COM web site, or by mail, and you will be compensated at the rate you submitted on your consultation rate. The average processing time is two weeks. You must submit payment requests within 90 days of your consultation with the Vendor, otherwise your payment request may not be granted. For payment for an ongoing sales representative relationship payment will occur within 30 days of the Vendor’s invoice to the Company. U.S. persons will receive a U.S. Form 1099 for any payments as required. All fees imposed on you by any banking institution to process any payments from OURSALESREP.COM shall be your sole responsibility.

AGREEMENT DETAILS

In the event that you breach, or threaten to breach, any of the promises concerning Confidentiality of OURSALESREP.COM and Vendor Information, Access Rights, Contact with Vendors, and Intellectual Property Rights within these Terms and Conditions, you acknowledge that OURSALESREP.COM’s remedy at law will be inadequate and that OURSALESREP.COM will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.

In no event shall OURSALESREP.COM be liable to you or any other party for any damages resulting from or relating to your participation as a member of OURSALESREP.COM, the performance of any services by you as a Member, or the business operations of OURSALESREP.COM, including without limitation for any incidental, consequential, punitive or special damages. OURSALESREP.COM agrees that for its part it shall not seek to impose on any individual Member any liability for damages based on his or her performance of services hereunder as a Member, including without limitation for any incidental, consequential, punitive or special damages so long as such damages do not relate to or arise out of the failure of the Member to comply with these Terms and Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Member that constitutes gross misconduct.

ARBITRATION

Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms and Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in Boston under the rules of the American Arbitration Association (the AAA0 in effect from time to time. The enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. English will be the language used in the arbitral proceedings. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of OURSALESREP.COM’s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms and Conditions.

Governing Law. These Terms and Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by Massachusetts Law without regard to Massachusetts’ choice of law rules.

Severability. The invalidity or unenforceability of any provision of these Terms and Conditions shall not for that reason alone affect the validity or enforceability of any other provision of these Terms and Conditions.

Survival of Certain Provisions. The provisions of the sections of these Terms and Conditions entitled Confidentiality of OURSALESREP.COM and Vendor Information, Access Rights, Intellectual Property Rights, Reliance by Vendors, and Agreement Details shall survive any termination or expiration of these Terms and Conditions.

Termination. You shall have the right to withdraw from your participation with OURSALESREP.COM at any time upon notice to OURSALESREP.COM and OURSALESREP.COM shall have the right to terminate your membership in OURSALESREP.COM at any time and for any reason.

Termination of a sales rep agreement between OURSALESREP.COM and a member will be governed by the details in the Sales Rep Agreement signed between OURSALESREP.COM and the appropriate Vendor.

REPRESENTATIONS AND ACKOWLEDGEMENTS OF MEMBERS

You represent that your participation in OURSALESREP.COM does not violate or conflict with any agreement, obligation or duty you may have to any other person or entity.
You agree to notify us immediately if you are no longer permitted to participate in OURSALESREP.COM.
You agree to participate in Projects in good faith and in all cases consistent with these Terms and Conditions and the guidelines and restrictions contained herein.
You represent that you have the capacity to enter into these Terms and Conditions and to be bound by them.
By accepting theses Terms and Conditions, you acknowledge that you are making express representations to OURSALESREP.COM that you will abide by all your obligations and responsibilities as set forth in these Terms and Conditions.

End of Terms and Conditions