The initial term of this Agreement shall be thirty (30) days from the date hereof. Thereafter this Agreement will renew automatically for additional terms of one (30) days unless either party shall given written notice at least 30 days prior to any such renewal that the Agreement shall not so renew. 3. Compensation.
(a) Strategic Partner will pay LocalGiftCards.com a commission on Products sold to Company Customers, in the amount set forth in our fee schedule. For the current fee schedules, go to: http://LocalGiftCards.com/merchantSetup/
(b) Payments for the commission owed for all Products sold to Company Customers shall be made within 30 days after the close of the month in which purchases are made. You will pay all fees due according to the prices and terms applicable to your Services, including option features. LocalGiftCards.com accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional setup fees. In the event You fail to pay charges, LocalGiftCards.com may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse LocalGiftCards.com for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or LocalGiftCards.com on the charges and all late payment, interest, or other fees as stated on Your bill. LocalGiftCards.com may modify its billing practices or late payment charges by providing You with prior written notice of the modification. LocalGiftCards.com in its discretion may offer discounts or special offers from time to time. (d) LocalGiftCards.com may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, the prices charged may be changed without notice to the then prevailing price for the Services. 4. Strategic Partner Content.
Strategic Partner shall provide to LocalGiftCards.com with content such as logos, trademarks, and promotional copy useful for LocalGiftCards.com in connection with promoting the Products. The Strategic Partner Content shall be provided in formats and electronic files as reasonably requested by LocalGiftCards.com.
Strategic Partner shall assist LocalGiftCards.com in connection with any revisions to the Strategic Partner Content for posting on the Site.
Strategic Partner represents that it has all the rights to the Strategic Partner Content, that it does not infringe or violate any third party’s rights, that it is accurate, complete and up-to-date, and that it does not violate any law or regulation. Strategic Partner grants to LocalGiftCards.com during the term of this Agreement a worldwide, non-exclusive, royalty free license to produce, publicly publish and distribute, in both print and electronic form, the Strategic Partner Content. LocalGiftCards.com may also create derivative works or modifications to the Strategic Partner Content for editorial or stylistic reasons. Strategic Partner grants LocalGiftCards.com the right to permit viewers or customers to copy, print and use the Strategic Partner Content for their personal or internal purposes. 5 Resale of Service
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of LocalGiftCards.com 6. Intellectual Property Rights.
Neither party will acquire any ownership interest in each other’s intellectual property. All names and other information concerning a Customer shall be deemed jointly owned by LocalGiftCards.com and Strategic Partner with each side free to use such names and information as they see fit in compliance with applicable law. LocalGiftCards.com shall have the right to place the Strategic Partner’s logo, tradename and trademark on the Site as a means to identify the Strategic Partner and to otherwise use such items in connection with the purposes of this Agreement. LocalGiftCards.com shall follow all reasonable directions from the Strategic Partner concerning the protection under applicable laws of such logo, tradename and trademark. 7. Confidential Information.
Each party acknowledges and agrees that any Confidential Information received from the other party will be the sole and exclusive property of the other party and may not be used or disclosed except as necessary to perform the obligations required under this Agreement. 8. Promotional Materials/Press Releases.
Each party shall submit to the other for approval (which approval shall not be unreasonably withheld or delayed), marketing, advertising, press releases, and other promotional materials related to this Agreement, provided, however, that each party shall be permitted to disclose the existence of this Agreement and the nature of the relationship without the consent of the other. 9. Limitation of Liability.
(a) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE PRODUCTS OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
(b) The Strategic Partner shall bear (i) all collection risk (including, without limitation, credit card fraud and any other type of credit fraud) with respect to sales of the Products and (ii) all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) which may be levied in respect of sales of the Products.
(c) LocalGiftCards.com has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and Strategic Partner agrees to hold LocalGiftCards.com harmless in the event of any claims by customers with respect to problems with the Products. The Strategic Partner hereby represents and warrants to LocalGiftCards.com that the Products will not infringe on or violate the Intellectual Property Rights or other rights of any third party and will not contain any content which violates any applicable law, regulation or third party right. 10. Relationship of Parties.
The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. 11. Force Majeure.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section (i) gives prompt written notice thereof; and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice. 12. Miscellaneous.
(a) This agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
(b) This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto.
(c) This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
(d) This Agreement will be deemed entered into in Colorado and will be governed by and interpreted in accordance with the laws of the State of Colorado, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely in the state or federal courts in Colorado, and the parties hereby expressly consent to jurisdiction therein.
(e) The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, confidentiality and warranties and intellectual property shall survive any termination or expiration of this Agreement.
(f) The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.