COMMTREX EXCHANGE AGREEMENT - RAIL SERVICE PROVIDER POLICY
This Exchange Agreement (the “Agreement”) is entered into as of the date purchased, hereto (the “Effective Date”) by and between Commtrex, Inc. (“Commtrex”) and the customer executing this Agreement below (“Customer”) (each, a “Party” and collectively, the “Parties”).
1. Agreements and Use of the Exchange.
2. Fee. Provider may place an unlimited number of Basic Listings without incurring any fee to Commtrex. For each of the following Listings that Provider places on the Exchange, Provider shall pay Commtrex the following fees for each period of twelve (12) months beginning with the date on which Provider initially places such Listing on the Exchange: (i) six hundred United States Dollars ($600.00) for each Verified Listing; (ii) nine hundred sixty United States Dollars ($960.00) for each Featured Listing; and (iii) three thousand United States Dollars ($3,000.00) for each Premium Advertisement (any such fees may be referred to herein individually as a “Listing Fee” or collectively as “Listing Fees”). Commtrex shall discount its Listing Fee for a Listing by fifty percent (50%) in the event that Provider completes the “location profile” on the Exchange for the location of the available Railcar services, to the reasonable satisfaction of Commtrex, within seven (7) business days following the date on which it initially places such Listing on the Exchange. Commtrex also may discount any Listing Fee in its sole discretion, including in cases where Provider agrees to place multiple Listings on the Exchange for Railcar services at multiple locations, or for periods exceeding twelve (12) months, or both.
3. Terms of Payment and Invoicing. Promptly following any month in which Provider places one or more Verified Listing or Featured Listing on the Exchange, Commtrex shall provide to Provider a detailed written invoice with respect to the Listing Fee(s) due to Commtrex, as applicable in connection with such Listings (an “Invoice”). Payment by Provider on the Invoice is due in full by the twenty-fifth (25th) calendar day of the month following the month in which it initially placed such Listings (the “Due Date”) and must be made using one of the payment methods specified in the Invoice. In the event Provider fails to make payment by the Due Date, Commtrex may charge Provider simple interest at a monthly rate of one percent (1%) on the overdue amount beginning on the day after the Due Date to the date of actual payment.
4. Representation. Provider represents and warrants that the individual agreeing to and executing this Agreement on its behalf, or placing any Listing on its behalf on the Exchange, is duly authorized to do so.
6. Amendments; Assignment. Commtrex may revise and update this Agreement at any time and will provide five (5) Business Days’ notice (the “Change Notice Period”) of any changes to Provider, and Provider may terminate this Agreement during the Change Notice Period. Each time Provider accesses the Exchange, Provider agrees to be bound by this Agreement, as then in effect. Notwithstanding the Change Notice Period, Provider’s continued use of the Exchange following notice of a revised Agreement means Provider accepts and agrees to the changes. This Agreement may not be assigned by Provider without the express written consent of Commtrex; provided however, that this Agreement may be assigned, with prior notice and without relieving the assigning Party of liability, to an affiliate of the assigning Party.
8. Choice of Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Texas, without application of the conflict of law principles except that the federal laws of the United States of America shall be the governing laws to the extent they are required, with respect to issues involving intellectual property rights.