Contractor Agreement

Please read this entire Agreement so you know and understand the program rules!

  1. Indow Contractor Discount Agreement

    This document describes the terms and conditions for participation in the Contractor Discount Program. In this “Agreement”, the term "Contractor" refers to “you” or “your” (the applicant). In this Agreement, Indow® refers to the manufacturer, R Value, Inc. dba Indow, “we” or “us”. Collectively, the “Parties”.

  2. Modification

    With 30 days written notice, we may modify any of the terms and conditions within this Agreement, at our sole discretion. These modifications may include, but are not limited to changes in the scope of available discounts, fee schedules, payment procedures and Contractor Discount Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. YOUR CONTINUED PARTICIPATION IN THE PROGRAM will be deemed your acceptance of the change.

  3. Enrollment

    To enroll in the Contractor Discount Program, you must submit an application and be approved. Applications are processed as received and applicants will be notified of their acceptance status as soon as possible after their information is reviewed, usually within two business days after receipt of application.

  4. Confidentiality

    Unless required by law, neither Party shall disclose the specific terms and conditions of this Agreement to any third-party; provided, however, either Party may disclose such terms and conditions to any bona fide prospective or existing lender, investor, or legal counsel provided such lender, investor or counsel has executed a non-disclosure agreement containing customary disclosure restrictions, including restricting use of the information solely for the purpose of evaluating such loan, investment or providing counsel to Contractor.

  5. Discount

    You will receive a 20% discount from MSRP for Indow products purchased for resale. Individual orders exceeding $3,000.00 will receive an additional 5% discount.

  6. Payment

    Your orders must be paid in advance of manufacture. There are no exceptions to this policy. Valid forms of payment include check, bank transfer (ACH), or credit card.

  7. Order Fulfillment

    • Contractor will be responsible for invoicing and collecting payment from their customer and will remain the customer’s sole point of contact for orders, service and warranty claims.

    • Measuring specification errors resulting in unacceptable product fit, shall be borne by Contractor. Contractor shall be obligated to reorder replacement product at a 25% discount from Contractor cost, on behalf of customer. Failure to acknowledge and promptly resolve a measuring specification error represents a material breach of this Agreement and is grounds for immediate termination.

  8. Prohibited Usage

    Violation of any of the following prohibitions are grounds for immediate termination of the Contractor Discount account:

    • Contractor MAY NOT use the Indow® logo, logo marks or other Indow website/branding imagery in any marketing materials or in any way as to indicate they are officially affiliated or partnered with Indow.

    • Except for marketing assets or materials provided by Indow directly to the Contractor, Contractor MAY NOT use the term "Indow" in ANY variation in printed materials or on their site URL without written approval from Indow.

    • Contractor MAY NOT promote or distribute coupons not provided to them directly by Indow.

  9. Indow Anti-Spam and Non-Disparagement Policy

    Indow strictly prohibits Contractor from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

    • Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;

    • Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that a Contractor has spammed, the Contractor account may be permanently terminated after investigation;

    • Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner;

    • Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system;

    • Contractor, including any of Contractor’s agents or representatives agree to not disparage Indow or publish or broadcast any details of any alleged flaws or defects in Indow’s product, service or conduct, whether verbally, in writing, or via any other media, including electronic or social media.

    Indow may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:

    • Account Termination: Upon the receipt of a credible complaint, the Indow Contractor Discount Program manager may investigate the complaint, and if necessary, terminate the Contractor account of the individual or firm implicated in the incident.

  10. Relationship of Parties

    Contractor is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Contractor has no authority to make or accept any offers or representations on behalf of Indow. Contractor will not make any representation either verbally or in writing, that reasonably would contradict this statement.

  11. Obligation to Pay Own Taxes

    You are responsible for the payment of all taxes applicable to the conduct of your business.

  12. Term and Termination

    The term of this Agreement will begin when you are accepted into the Contractor Discount program and will end when terminated by either Party. Either Indow or you may terminate this Agreement at any time, with or without cause with 30 days advance written notice. Termination of this Agreement shall not release either Party from their respective obligations hereunder, including confidentiality.

    Upon termination of this Agreement for any reason, Contractor shall cause any marketing assets or materials provided by Indow in connection with this program, to be destroyed, and/or removed from any publicly facing medium.

  13. Indemnification

    Each Party will indemnify and hold harmless the other Party (the "Indemnified Party") and the other Party's affiliates, officers, directors, shareholders, agents and employees, and their respective successors and assigns (collectively, together with the Indemnified Party, the "Indemnified Persons") from and against any demand, suit, action or proceeding brought by any third party arising in connection with a violation or breach by such party (the "Indemnifying Party") of any of the provisions of this Agreement (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth in this Agreement) or the negligence or willful misconduct of the Indemnifying Party, in each case to the extent not attributable to a breach by the Indemnified Party of any of the provisions of this Agreement or the negligence or willful misconduct of any of the Indemnified Persons (collectively, the "Indemnified Claims"), and all loss, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and settlement costs, as applicable) sustained or incurred by Indemnified Person in relation thereto.

  14. Limitation of Liability

    Indow will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total amounts paid or payable to Indow under this Agreement.

  15. Disclaimers

    Indow makes no express or implied warranties or representations with respect to the Contractor Discount Program. In addition, we make no representation that the operation of the Indow websites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

  16. Miscellaneous

    Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

    If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

    By signing up with the Indow Contractor Discount Program and clicking through this Agreement, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.