Resident Rewards markets information and services, including website and microsite services, software services and content, vouchers, various forms of advertising and credit services, and related sources of information and content to users and purchasers of the services. Customer wishes to: (a) establish and activate an Advertising Program of its services on Resident Reward’s website and other channels (the “Advertising Program"), and (b) have space set aside on Resident Reward’s channels for Customer’s exclusive use to enable local merchants to offer advertising coupons to local residents. Accordingly, for good and valuable consideration the parties agree as follows:
1. TERMS OF USE : Resident Rewards and Customer jointly agree as follows: (a) Customer’s right to use the Resident Rewards Advertising Service and to establish an Advertising Program are personal to Resident Rewards and are not transferable to any other person or party. By written notice to Customer, Resident Rewards will have the right to change or discontinue any aspect or feature of the Advertising Program and/or its content at any time. The Advertising Program and its Services are set forth in detail in Exhibit A attached to and made a part of this Agreement. Exhibit A may be amended from time to time by mutual agreement of the parties.
2. THE RELATIONSHIP : The relationship of Customer to Resident Rewards is that of independent contractor. Nothing herein shall create or imply any other relationship. For purposes of defining this relationship, the parties agree as follows: (a) other than as provided in paragraph 1 above, Resident Rewards will have no control or direction over the manner or method by which the Advertising Program is presented or described; (b) Customer will have no right or authority to bind Resident Rewards on any contract, obligation or liability of any kind with regard to the use or presentation of the Advertising Program, and (c) no employee of either party will be in the employ of the other, and neither party has any right or authority to act on behalf of or otherwise commit the other beyond that expressly provided in this Agreement.
3. SERVICES AND COMPENSATION : The fundamental terms and conditions of the Advertising Program, including payment terms, are set forth in full in Exhibit A. Payments are due only for Services rendered by Resident Rewards
4. TERM : This Agreement is effective on the date first written above and will continue for an initial term of one year. Thereafter, this Agreement may, by mutual agreement, either be automatically renewed for successive one year periods, or cancelled. Upon expiration of the Agreement for any reason, the parties will have no further liability to each other except for fees due and payable and services performed in accordance with the terms of this Agreement.
5. CONFIDENTIAL TREATMENT : Each party agrees that the terms and conditions of this Agreement and information and materials provided by each to the other pursuant to this Agreement are disclosed in confidence, solely for use by the receiving party to carry out the terms and conditions of this Agreement. Each party shall keep all such information secret and confidential and shall not release or disclose any of it to any third party during the term of this Agreement or after its termination.
6. LIMITATION OF LIABILITY AND INDEMNITY: Resident Rewards shall not be liable to Customer for any damages, costs, claims or losses, including but not limited to, loss of commissions or loss of business arising out of or otherwise occurring as a result of failure by Customer to meet its contractual obligations to Resident Rewards under this Agreement or any other contract for Services. Neither party shall be liable to the other for consequential, incidental, special or indirect loss or damage of any kind, including but not limited to lost profits, whether or not advised of the possibility of such loss or damage, or punitive damages by reason of any act or omission in its performance hereunder. Not with standing the foregoing, Customer shall indemnify and hold Resident Rewards harmless from and against all liabilities, claims, demands, costs and judgments (including reasonable attorneys’ fees) and causes of action arising out of or resulting in any way from any “Material Breach” (defined in Section 7below) by Customer, or (b) the negligence or willful misconduct of Customer.
7. TERMINATION : The occurrence of one or more of the following events (“Events of Default”) shall constitute a default under this Agreement: (i) Material breach by either party. “Material Breach” includes (without limitation): (a) any violation of Sections 3, 4, 5, 7, 8, or 9; or (b)any misrepresentation or other faulty or defective performance by Customer; (ii) filing by either party of a petition for protection under any bankruptcy statute, or any assignment by either party for the benefit of its creditors, or appointment of a receiver or trustee in bankruptcy for either party. Upon the occurrence of one or more Events of Default, the non-defaulting party shall give the defaulting party written notice specifying such default. If the defaulting party fails to cure the default within five (5) days after receipt of such notice, then the non-defaulting party may terminate this Agreement immediately and without further notice.
8. NOTICES : All notices or other communications permitted or required hereunder shall be in writing and mailed by certified mail, return receipt requested, or sent by receipted overnight courier addressed as follows: 3208 E Colonial Drive, Suite 118, Orlando FL 32803.
All notices shall be deemed given five (5) days after deposit in the US Mail postage prepaid, if sent by certified mail or when received or receipt is refused if sent by receipted overnight courier.
9. ASSIGNMENT : Customer may not assign its rights or obligations under this Agreement without the prior written consent of Resident Rewards.
10. DISPUTERESOLUTION : The parties agree that, except with respect to Material Breach, any dispute or controversy arising under this Agreement shall be resolved first, by good faith private negotiations between the parties prior to commencement of any action before any court or arbitrator, or before authorizing any public statement about the nature of the dispute. Each party shall provide a representative to these dispute resolution meetings with decision-making authority regarding the issues in dispute. Any dispute which cannot be resolved by this procedure shall be settled first, by mediation or other form of alternative dispute resolution following which, (if such attempts are unsuccessful), by binding arbitration in accordance with the rules of the American Arbitration Association in the State of Florida. The parties agree that the arbitrator(s) will have no power to make awards or issue orders except as expressly permitted by this Agreement, and in no event shall the arbitrator(s) have authority to make any award providing for exemplary or punitive damages. The arbitrator(s) decision shall be final and binding and may be enforced in any court of competent jurisdiction. Nothing in the foregoing shall limit any other rights or remedies either party may have at law or in equity, or pursuant to the other provisions of this Agreement relating to Material Breach and termination for default.
11. GOVERNING LAW : This Agreement shall be deemed to have been executed and delivered in the State of Florida and it shall be governed by and construed in accordance with the laws of the State of Florida. Any action with respect here to shall be brought only in a court of competent jurisdiction in Orlando, Florida.
12. AMENDMENT : This Agreement may not be amended or modified except by a writing, signed by both parties.
13. ENTIREAGREEMENT : This Agreement, Exhibit A hereto, and any subsequent modifications of the terms hereof, establish general terms and conditions which apply to: (i) the rights and obligations of the parties, (ii)the terms of any modifications, additions or changes hereto, and (iii) all other mutual agreements made between the parties which relate to or affect the performance of this Agreement. The parties further recognize that any such additional or deleted terms may affect or modify the performance obligations of the parties and agree that all such additions or deletions shall be subject to the terms of this Agreement. Accordingly, in the event of conflict or inconsistency between the general provisions of this Agreement, or those in any additions or deletions to this Agreement, the general provisions shall take precedence. Not with standing the foregoing, the parties nevertheless further agree that the terms and conditions in Exhibit A and any additions or deletions there to supersede all other agreements and understandings of any kind or nature between the parties.
SERVICES AND PRICING
1. Resident Rewards reserves the right to edit, revise or reject any advertising or advertising copy.
2. Resident Rewards does not guarantee any given level of circulation or readership for any advertisement.
3. Resident Rewards is not liable for any failure or other cause to insert an advertisement, or for inadvertent omission of a submitted advertisement.
4. Resident Rewards is not responsible for errors in advertisements or for advertisements placed too late for proofing or placement. Advertisers are responsible for checking accuracy of their submittals.
5. Cancellations or changes are not guaranteed. Adjustments will be made only if an error materially alters the effectiveness of the ad and only in its actual space location.
6. Advertiser assumes liability for all advertising content and claims arising from published content, including costs of defending against such claims.
7. Acceptance and publication of advertising does not constitute and extension of credit. Data Group may at any time for any reason require advertisers to pay in advance for purchased ads.
8. Failure to pay promptly may result in refusal to accept further advertising or the termination of the existing agreement. Late payments are charged at 1.5 % per month
9. Payments are due in full when advertisements are submitted. If credit is allowed, payments are due within fifteen days following publication. When any part of an account becomes delinquent, the entire amount is due and payable, failure of which may result in refusal to publish further advertising. Bounced checks will be charged $25.00 for a first or inadvertent delinquency and must be replaced in full with guaranteed funds within 48 hours. Further delinquencies will result in program termination.
10. Customer is responsible for indemnifying and defending Resident Rewards from all third party claims from program usage.