Retail & Small Business Service Agreement

ROC Hospitality Network Retail & Small Business Service Agreement

 

 All applications are reviewed and approved at the sole discretion of ROC Hospitality Network. 
 Once your application has been approved, you will receive an email to complete the registration process. 

This ROC Hospitality Network Client Service Agreement (this “Agreement”) dated with the electronic acceptance option elected by and consented by the client is the acceptance date (the “effective date”) is between ROC Hospitality Network, (the “Company” and the Client name entered for the single store online enrollment application used for this agreement, filled out and submitted by the (“Client”) for itself as defined below:

 The ”Client” and the “Company” hereby mutually agree to abide by all of the governing terms and provisions of this Agreement. Additionally, the Client Acknowledges having read and understand the terms and conditions of this agreement by executing this Agreement electronically.

 1.  General Information:

 1.1  By execution of this Agreement, the Client acknowledges and authorizes to pay the Company a one time membership enrollment sum (the “sum” of $150.00 dollars related to the administrative enrollment process of the Client, as well as a yearly membership sum (the “sum” of 600 dollars) per year for the enrolled and approved single store location per the enrollment application.  The enrollment and the membership sums must be paid in order for the Client to commence receiving member benefits offered throughout our current vendor-partners as well as any future vendor-partners business relationships established by the Company and subject to the terms herein.

1.2 The Client Further authorizes to pay the company a yearly membership sum (the "sum" of 100 dollars) per year for each additional enrolled location. 

 

 2.  Term and Termination:

 This Agreement shall renew automatically yearly on the effective date unless the Client furnishes 60 days advance written notice of its election to terminate its participation.

 

3.  Client Benefits and Commitments, Service Arrangements, and Company Vendor-Partner agreements:  

 

3.1 The Client shall be entitled to the benefits set forth below, and as hereafter established and modified by the Company at its sole discretion.  Client hereby consents to the dissemination of information hereunder via phone, email, text, fax, or other electronic means, and acknowledges the Client's information shall be furnished to the approved vendor-partners to assist in the dissemination of program information administrated under this program.

 

3.2 The Company will negotiate terms and prices for the purchase of foods, beverages, food service commodities, and related business services. The Company will enter into agreements with vendor-partners confirming prices and related terms negotiated by the Company with respect to the vendor-partner products and services being offered for sale to a group of potential purchasers.

 3.3 The Company, from time to time, will keep the Client advised of the terms of all active programs negotiated by the Company and vendor-partners. The company makes no representations or warranties, express or implied, with respect to any products or services furnished by any vendor-partner.

3.4 When the Client elects to participate with a Company vendor-partner, the Client agrees to comply and be bound by the agreement negotiated by the Company on behalf of the Client.   Each Vendor-Partner will explain to the Client the terms, conditions, member pricing and savings in advance.

3.5 When the Client elects to participate with a vendor-partner such as Sysco or (PFG) Performance Food Group, the Client Agrees that when purchasing products and/or services to (collectively) purchase at least $100,000.00 dollars annualized, and not less than $20,000.00 dollars per calendar quarter for the enrolled store-location.  The Client further agrees to purchase from the elected vendor-partner at least 80% of the total F&B cost dollar spend of the enrolled store location as well as meeting the calendar quarter / annual F&B cost dollars spend as stipulated above in order to receive the ROC Hospitality Network Member pricing.

4. Miscellaneous:

4.1 Client agrees to enter into any account agreements required by the vendor-partner prior to purchasing any of the products or services being offered by the vendor-partner for the price and under the terms negotiated and agreed to in the Company vendor-partner agreement. The Company shall not be held liable for any breach or default by a vendor-partner or Client under a  specific and separate agreement, and the Client hereby indemnifies and holds harmless the Company from and against any such liability.

4.2  Client hereby expressly agrees and acknowledges that the only benefits, rights, and privileges associated with this agreement with the Company are (a) the right to purchase food, beverages, food service commodities, and related (F&B) Business Services at the prices and under the terms set by the various Company vendor-partner agreements described above; and (b) the right to receive a distribution of any manufacturer’s and/or vendor-partners program benefits negotiated on behalf of Client (excluding manufacturer rebates administrated pursuant to separate agreement) that are paid and received, net of administrative expenses and Fees, with respect to the Client’s product/service purchases from participating vendor-partners/manufacturers if and to the extent the Company continues to participate in that vendor-partners/manufacturer’s programs. The Client will be paid directly by the Vendor-partner any manufacturer rebate monies the client is entitled to receive. Client further agrees and acknowledges that the Company may earn additional commissions or fees from the vendor-partners as a result of purchases that may be made by the Client from such vendor-partners. Client agrees and acknowledges, except as expressly set forth in Section 3, it shall have no right, whether present, future, or contingent, to participate in, receive any distribution of, or otherwise share in any vendor-partner commissions or other fees earned with respect to or based on purchases made by Client, whether in the form of patronage dividends, broker or marketing fee, liquidation distributions, or otherwise by virtue of this Agreement. By execution of this Agreement, Client does hereby forever release the Company and agrees to hold the Company harmless from any claim by Client, its successors, heirs or assigns (I) for any share of any commissions or similar payments earned or received by the Company as a result of purchases from vendor-partners/manufacturers by Client (except as expressly set forth in this Section 8 and the entitlement as a Client) and/or (ii) with respect to any act or omission of any vendor-partner/manufacturer recommended by the Company and/or with respect to the products or services provided by any such licensed vendor-partner. 

 4.3. If Client (I) fails to pay or otherwise breaches its agreement with any participating vendor-partners, or (ii) violates the terms and provisions of this Agreement or any Rule and/or Regulation of the Company, the Client’s entitlement to receive distributions as provided in section 3 herein shall be terminated and Company, at Company’s election, may terminate this Agreement without further notice, and declare the same to be null and void. If Client fails to meet the above minimum purchasing requirements, the Company may suspend or deduct any amount from, or curtail Client’s right to receive Client’s program entitlements derived from the Client’s participation in Company programs until such time as Client recommences purchasing the minimum purchase volume required herein on an annualized basis. The Client shall have the right to review and audit its purchasing records furnished to the Company by the vendor-partners or data management/tracking service limited specifically to the programs for which the Company has received any program entitlements for the Client’s account relating to the programs provided by Company. The company reserves the right to outsource the data management and tracking of all purchasing records. Client’s audit rights shall terminate 30 days following the receipt of each reporting statement, following which the Company allocations for Client’s participation shall be deemed correct and final.

 4.4. Client agrees that it cannot enter into any agreement with a participating Company vendor-partner that has an agreement with Company to circumvent  this agreement between Client and Company.   

4.5 Policies and Procedures, Client shall comply with all Company written policies and procedures provided by Company. 

 

5. Representation and Warranties:  Limitations: Indemnity:

 Client agrees to indemnify and hold harmless the Company, its officers, directors, employees, successors, and assigns from any and all liabilities, including, but not limited to, claims, demands, actions, suits, costs, damages, settlements, fees, including attorneys’ fees, and obligations of any kind, type, and description whatsoever, brought or imposed upon Client, its officers, directors, employees, successors or assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by Company in connection with the performance of this agreement. 

 

6. Governing Law; Jurisdiction:

 This Agreement, including any dispute or claim hereunder, will be governed, and construed in accordance with the laws of Florida, and the jurisdiction of any controversy shall be in the state district court in Miami-Dade County, without reference to the choice of law provisions of any state. Each party waives its right to a jury trial with respect to any disputes, claims, or controversies of any kind under this agreement. These indemnities are in addition to, not in lieu of, any other indemnity set forth in this agreement and will survive the expiration or termination of this agreement.

  

7.  No Agency Relationship:

 This Agreement does not establish a general agency, employment relationship, partnership, or joint venture, and neither party may obligate the other except as expressly provided. 

 

8. Severability:  

 In the event that any portion of this Agreement is found to be void, illegal, or unenforceable, the validity and enforceability of any other portion shall not be affected. 

 

9.  Assignment: 

 The Client may not assign or transfer this Agreement, by contract or operation of law, in whole or in part, without the prior written consent of the Company.  Any assignment or transfer without obtaining the prior written consent of the Client will be null and void.

 

10.  Confidentiality:

 All information as to the source, quantity, and price of products and services will be maintained in confidence and will not be released to any private third party for any reason whatsoever other than pursuant to a validity-issued subpoena from a court or governmental authority having jurisdiction over the party, pursuant to rules, regulations or requirements of any state or federal agency or department or pursuant to a discovery request made by applicable court rules and to which the party is required to respond.

 

11.  Amendments and Waivers:  

 This Agreement may be modified, amended, or supplemented only by a written instrument duly executed by the parties hereto. No covenant, term, or condition, or the breach thereof, shall be deemed waived unless it is waived in writing and signed by the party against whom the waiver is claimed. The waiver by either party of a breach of any covenant, term, or condition shall not operate or be construed to be a waiver of any preceding or subsequent breach thereof  

 

12.  Notices:

 Written notice may be made by facsimile, personal delivery, overnight or other delivery

Service or first-class mail. Notices by facsimile will be effective when the transmission is complete and confirmed, notices by personal delivery will be effective on delivery, notices by overnight or other delivery services will be effective when delivery is confirmed; and notices by mail will be effective four business days after mailing. The notice address for each party is set forth in this Agreement and is subject to change on written notice thereof.

  

13. No Third-Party Beneficiaries:

 Under no circumstance shall any third party be considered a third-party beneficiary under this Agreement or be entitled to any rights or remedies under this Agreement

 

14. Force Majeure:  

Neither party shall be liable to the other for the failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond its control and without the fault or negligence of such party.

 

15. Entire Agreement:  

 This Agreement, together with any supplements, addenda, amendments, modifications, or attachments, comprises the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Each party acknowledges that no representations, inducements, promises, warranties, or agreements have been made by any party, or anyone acting on behalf of any party, other than those set forth in this Agreement. 

 

16. Severability:  

 In the event that any portion of this Agreement is found to be void, illegal, or unenforceable, the validity and enforceability of any other portion shall not be affected. 

 

 17.  Survival of Terms:

 The sections of this agreement that by their nature are intended to survive, including with laws of the state where the Client and/or multiple Client business locations reside, including but not limited to indemnification, waiver of jury trial, payment, limitations of damages and warranties, and confidentiality will survive the expiration or termination of this agreement.

 18.  Counterparts and Facsimile and Signatures:

 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same Agreement. Facsimile signatures, and electronic digital signatures shall be accepted and deemed as original signatures with the same force and effect  

  

19. Authority: 

 Each of the signers of this Agreement that is being processed electronically agrees to the terms and conditions of this agreement on behalf of the signer's organization. The undersigned is fully authorized to sign this Agreement on behalf of the organization represented, and such organization is bound by this Agreement. 

 

20.  Binding Effect:  

This Agreement shall be binding upon and shall inure to the benefit of all parties hereto and their respective successors and permitted assigns.  

       

Client Name:                      On File, per Client member single-store enrollment Application, per Client

                                              electronic consent given during enrollment process.  

 

By:

 

Authorized Signature:       This Agreement, is being electronically submitted, and It’s mutually agreed

                                               to and accepted by both parties.  

 

Printed name                      The Name of the Authorized person on behalf of the Client, on file, per

                                               Approved Client Membership Application.

 

Title:                                       On File, per approved Client membership enrollment application. 

 

 

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Company Name:               ROC Hospitality Network 

 

By:                                    

 

Authorized Signature:       This Agreement, is being electronically submitted, and It’s mutually agreed

                                               to and accepted by both parties.  

 

 

Printed Name:                   Carlos Silva

 

Title:                                      President

  

DN:  ROC Hospitality Network Client Membership Agreement R3 electronic version 04.03.2024