Join Reseller

This Agreement is made and entered into by and between SEMA Data and {{ Form.LegalBusinessName }} (hereinafter referred to as Participant Reseller) on the basis of the terms and conditions contained herein.

WHEREAS, SEMA Data has developed a facility for collecting information relating to the aftermarket products of manufacturers and for distributing such information to resellers of such products;

WHEREAS, SEMA Data will be operated for the purpose of reducing costs, improving accuracy and timeliness of product information as exchanged between trading partners;

WHEREAS, Participant Reseller wishes to participate in SEMA Data;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed to as follows:

1. SEMA Data, for its part:

• will provide onboarding tools and assistance during which it will receive product-specific data from participating manufacturers.
• will coordinate with participating manufacturers so that their data is complete and meets formatting requirements of Participant Reseller.
• will provide data validation services to assure data received is properly authored, formatted, and when appropriate, that required intellectual property user agreement requirements are identified.
• will transfer the participating manufacturers’ validated data into the SEMA Data Warehouse.
• will coordinate periodic data feeds to Participant Reseller, per authorization of respective participating manufacturers.
• will assure that participating manufacturer data shall be distributed only to Participating Resellers or entities authorized by the manufacturer. SEMA Data and Participant Reseller understand and agree that product-related data provided by a participating manufacturer shall remain the sole property of the manufacturer, and that in certain cases a separate intellectual property agreement will need to be acknowledged by the participating reseller to have full access to some supplier data.
• will make Participant’s contact information available to participating manufacturers.
• will provide other services described herein.

2. Participant Reseller, for its part:

• will register with the SEMA Data Help Desk and participate in setup process to enable data transfer.
• will provide Participant Reseller’s specific data and formatting requirements.
• will remit in a timely manner any designated monthly fees for SEMA Data services.
• will indicate acceptance of and adherence to supplier intellectual property use restrictions (if required) by responding to user agreements specific to certain supplier data during the set-up process and use of SEMA Data supplied data.
• will not provide or allow access to manufacturer participant data to any person or entity without the express written consent of SEMA Data and the manufacturer participant.

3. Term:

The term of this Agreement shall commence as of the execution of this Agreement and shall run month to month thereafter. Prepaid fees may not be refunded for any reason, and SEMA Data reserves the right to terminate data updates and exports if participation fees become delinquent. Either party may terminate this agreement upon 30 days’ written notice to the other party.

4. Participant Fees:

Participant Reseller agrees to pay fees to SEMA Data in the amount published at the time of participation signup for SEMA Data services for access to product data from brands and suppliers who have authorized Participant Reseller as an approved receiver. Additional fees may apply for services including but not limited to data synchronization with trading partners and customized data requirements mapping. SEMA Data reserves the right to adjust fees as deemed necessary with sixty (60) days’ prior notice. Fees will begin on the first of the month following the successful automated export of data from approved supplier(s).

5. Warranties:

SEMA Data makes no warranties, express or implied, and any such warranties are expressly disclaimed, including but not limited to warranties of merchantability or fitness for a particular purpose. Participant agrees that SEMA Data shall not be liable for any damages whatsoever, consequential or otherwise, that may arise from the participation of Participant Reseller in SEMA Data.

6. Indemnification:

SEMA Data and Participant Reseller (Indemnitors) agree to indemnify, hold harmless and defend each other, their directors, officers, employees, representatives and those acting on their behalf (Indemnitees) from and against any and all suits, claims, actions, damages, liability, loss and expense, including attorneys’ fees, reasonably incurred by or imposed upon the indemnitees in connection with or arising out of any claim, action, suit, proceeding or appeal therein (such expense to include the cost of reasonable settlements made with a view to curtailment of costs of litigation), including but not limited to loss of life, bodily injury, damage to business, damage to property and/or any other liability, including but not limited to damages resulting from any breach or alleged breach of any of the warranties, representations or arrangements contained in this Agreement, occasioned wholly or in part by any act or omission of an Indemnitor, its directors, officers, agents, servants, contractors, invitees, licensees, employees or others under the control of the Indemnitor. In the event that any person shall make any claim which would be subject to this indemnification provision, the Indemnitee shall give prompt written notice of same to the Indemnitor and the Indemnitor shall undertake at its own cost and expense the defense thereof and shall supply competent and experienced counsel to defend any such claim, suit, action, proceeding or appeal therein. This provision shall survive the expiration or termination of this Agreement.

7. Trademarks:

Neither party will use the other Party’s names or trademarks in any advertising, sales promotions or publicity without the other Party’s prior written consent.

I, as an authorized representative of Participant, allow permission for SEMA Data to use participant company name and logo, along with contact information, in published lists of SEMA Data participants for the benefit of marketing SEMA Data services. I agree to notify SEMA Data within ten (10) business days of any changes in the contact names and/or email addresses.

8. Confidential Information:

Participant Reseller hereby acknowledges that during participation in SEMA Data it shall receive certain confidential, technical, trade and business practices, product and marketing ideas and techniques information and the terms of this Agreement (Proprietary Information), all of which is proprietary information and the sole property of SEMA Data. Participant agrees that it shall use such Proprietary Information only as contemplated by this Agreement. Further, Participant agrees that it shall hold such Proprietary Information in the strictest confidence, that it shall not disclose any Proprietary Information to any third party and shall use its reasonable best efforts to prevent disclosure of such information to unauthorized third parties. This provision shall survive the expiration or termination of this Agreement.

9. Delay or Failure to Perform:

Neither Party shall be liable for damages or inconveniences due to delay or failure to perform any obligation under this Agreement if such delay or failure results directly or indirectly from circumstances beyond the reasonable control of such Party. Participant Reseller hereby expressly releases and discharges SEMA Data from all claims, demands, actions, judgments, and executions arising out of Participant Reseller’s participation in SEMA Data.

10. Survival of Provisions:

Those paragraphs of this Agreement, which by their terms must survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.

11. Notice:

Any notice provided for herein shall be given by Registered United States mail, postage prepaid, addressed:

12. Choice of Law and Forum:

Irrespective of the place of execution or performance, this Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California applicable to agreements entered into and wholly performed therein without giving effect to the principles of conflicts of laws. The Parties agree to submit to the exclusive jurisdiction of the courts of Orange County, California in any action which may arise out of this Agreement, and all matters relating thereto.

13. Amendment and Assignment:

This Agreement shall not be amended, modified or assigned, in whole or in part, except by a writing executed by both Parties to this Agreement.

IN WITNESS WHEREOF, The Parties hereto have executed and delivered this Agreement on the date written below.