ONLINE ADVERTISING AGREEMENT
THIS ONLINE ADVERTISING AGREEMENT (the “Agreement”) is made and entered into this _____ day of ______________________, 20____, by and between Forever Bride, Inc., a Minnesota corporation, (hereinafter “Forever Bride”), and _________________________, of, _____________________________ (the “Client” or “Vendor”).
WHEREAS, Forever Bride is a bridal media group that uses the power of internet video and website listings to educate local “brides-to-be” in Minnesota about local businesses and vendors of various bridal products and services; and,
WHEREAS, Forever Bride owns and operates a website identified as foreverbride.com (the "Website"); and,
WHEREAS, Client wishes to become featured as a “Trusted Vendor” of Forever Bride on the Website by joining the Forever Bride Association (“FBA”); and,
WHEREAS, Client desires to have text-based links (“Advertisements”) placed on the Website to promote its products and services; now therefore,
IN CONSIDERATION of the promises and mutual covenants contained in this Agreement, and in accordance with the terms and conditions contained herein, the parties agree as follows:
“Advertisement” means form of marketing through Forever Bride, Inc.
“Trusted Vendor” means Client who has joined Forever Bride and is a part of the FBA, “Forever Bride Association.”
“FBA” means a membership with Forever Bride allowing Client to advertise special deals & discounts to Forever Bride’s audience also, adheres to the FBA “Code of Conduct”
“Category” means Forever Bride shall list Client in the Local Client Categor(ies) of Client's choice.
“Basic Listing” means Client has a profile page on WWW.FOREVERBRIDE.COM with contact information, one photo, description, and unlimited reviews. Vendors are listed in order of date registered.
“Standard Listing” means Client has a profile page on WWW.FOREVERBRIDE.COM with logo, description, contact information, social media links, unlimited photos, videos, and reviews. Placement is determined by date joined, above basic listings.
“Premium Placement” means the client has the top placement in the category of choice, listed in order of date registered with other premium listing vendors.
"Content" means any content, copyrighted works, trademarks, service marks, logos, and/or graphics supplied by Client to Forever Bride.
"License" means an agreement by which a third party has granted to Client the right to copy, reproduce, prepare derivative works, distribute copies, perform publicly, and display Content pursuant to the terms of a written license agreement.
“Forever Bride Program” means brides sign up to become a “Forever Bride” and receive exclusive deals and discounts from trusted FBA Vendors.
“Forever Bride Deal” means a special discount, offer, or added value that is only given to registered Brides when they purchase your product and/or service.
“Lead List” means the list of registered Bride’s name, address, phone number, email address, and wedding date.
“Web Banner” means an ad on multiple pages of the Website, clickable to Client’s URL of choice while remaining compliant with the terms and conditions of this agreement.
2. Advertisement Display and Services
Forever Bride agrees to publish the Advertisement(s) on the Website for an initial period of 365 days commencing from ___________ and ending on ___________. If the Client desires to remove the Advertisement from the Website prior to the end of the initial period, the Client must complete the Cancellation Paperwork. No refund will be made for any early removal/withdrawal of any Advertisement. In the event that the Client decides to terminate this Agreement for any reason whatsoever, before the total value is paid, Forever Bride reserves the right to collect all remaining amounts owed while removing the Client’s listing, Advertisement(s), and other media from the Website.
Upon the completion of the initial term, all memberships will automatically transition to a Month-to-Month listing. Unless otherwise stated in writing on this agreement, automatic renewal will default to the same package. The client may terminate the month-to-month contract at any time for any reason by giving at least thirty (30) days with cancellation paperwork to Forever Bride.
The Client shall pay the Forever Bride for publication of the Advertisement(s) on the Website, the sum of: SEE ATTACHED
All fees and payments are due and payable upon the execution and delivery of this Agreement. All late payments are subject to interest accrued at the rate of 1.5% per month, or up to the maximum amount allowed by law, whichever is greater. In the event the Client defaults in making the full payment within 30 days, Forever Bride reserves the right to remove/suspend the Advertisement posted on the website.
Client shall be solely responsible for providing the Advertisement in the format required for display. Client acknowledges that Forever Bride will not be responsible or liable for the quality of any portion of the Advertisement that does not meet the established mechanical criteria.
Client shall be fully responsible and liable for the Content contained in the Advertisement. Forever Bride is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in the Contents.
6. Prohibited Content
Advertisements shall not contain:
(i) any content promoting the abuse of alcohol, tobacco or use of illegal substances, pornography, or adult-oriented content;
(ii) any content which is explicative or contains inappropriate language;
(iii) content promoting illegal activity, racism, hate, "spam", mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law;
(iv) content that is libellous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by Forever Bride in its sole discretion.
* Client agrees that Forever Bride shall not be obligated to display any such prohibited materials, and the unauthorized use of any such inappropriate Content by the Client will result in the suspension, termination and removal of the Advertisement(s) or any other action deemed necessary by Forever Bride in its sole discretion.
The Forever Bride reserves the right to review and approve the suitability of the Advertisement submitted. Forever Bride may reject or cancel any Advertisement for any reason which it believes in good-faith to be detrimental. If Forever Bride so rejects Client's Advertisement or terminates its display, then this Agreement shall be terminated, and Forever Bride will waive any balance due.
Client grants to Forever Bride a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Client’s Advertisement (including any tradenames, trademarks and service marks shown) during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, Forever Bride will remove the Client’s Advertisement, destroy all copies of it and cease further display of the Advertisement.
Client also grants a license to Forever Bride to reproduce, prepare derivative works, distribute copies, perform publicly, and display any Content supplied by Client for the purpose of fulfilling Company's responsibilities to promote Client’s business.
Forever Bride shall retain a copy of all Content supplied by Client for the purpose of internal record keeping and for preservation in the event of a dispute under this Agreement.
Nothing in this Agreement grants Client any right to use the name, trademark, or service mark of Forever Bride in any advertisement, sales promotion, or press release without Forever Bride’s prior written approval.
9. Intellectual Property (Proprietary) Rights
Client acknowledges that the contents of the Forever Bride Website, including, without limitation, all trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout, media and other materials therein, is proprietary to or licensed by Forever Bride, protected under copyright, trademark and other intellectual property laws and such contents may not be reproduced without the written consent of Forever Bride.
Client, and the owner(s) of any Licenses granted to Client, shall retain ownership of all content provided to Forever Bride, subject to the licenses granted to Forever Bride hereunder.
Forever Bride shall own and retain exclusive title to all content, copyrighted works, trademarks, service marks, logos, and/or graphics which are owned and/or developed by Forever Bride and which may be used by Client.
Client shall retain all right, title and interest including copyright and other proprietary or intellectual property rights in the Content of any Advertisement(s), as well as any trade names, trademarks and service marks therein.
10. Client Warranty
Client warrants to Forever Bride that:
(i) Client has the right and authority to enter into and perform its obligations under this Agreement;
(ii) the Advertisement shall conform to the description and specifications set forth by Forever Bride;
(iii) the Advertisement shall not constitute or be the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any country;
(iv) the Advertisement does not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary, intellectual property, contract or tort right of any person or misappropriates a person's trade secret, name, likeness or identity;
(v) the Advertisement contains no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spyware or other similar hidden or transparent code, script, or routine designed to gather, track or transmit information about Forever Bride or the users of the Website;
(vi) any Content supplied to Forever Bride by Client is owned or licensed for use by Client; and, by supplying Content to Forever Bride, Client automatically warrants that it owns or holds a valid License for the Content, and that Client has the right to authorize Forever Bride to copy, reproduce, prepare derivative works, distribute copies, perform publicly, and display the same. Client shall immediately inform Forever Bride in writing of the termination of any License for Content covered by this Agreement, or of any reason that may prohibit copying, reproduction, preparation of derivative works, distribution, performance, and/or displaying the same of the Content by Forever Bride under this Agreement; and,
(vii) Client shall indemnify and hold Forever Bride harmless from and against all liability, claims, damages, penalties, fines, costs, and expenses, including Forever Bride's attorney's fees and court costs, in the event of any violation,
allegation or claim of violation of any copyright laws, service marks, trademarks, patents, or other intellectual property rights by Forever Bride arising out Forever Bride's use, display, or distribution of Content provided by Client to Forever Bride.
The services and site are provided “as is” without warranty of any kind, express or implied and any use of the services or Website are at Client’s sole risk. Forever Bride does not warrant that the services or Website will be uninterrupted or error free, nor does Forever Bride make any warranty as to the performance or any results that may be obtained by use of the services or Website. Forever Bride makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement.
12. Independent Contractor
Forever Bride shall provide the services described on Exhibit “A” as an independent contractor and Forever Bride shall not act as an employee, agent or broker of the Client. As an independent contractor, Forever Bride will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. Forever Bride understands that Client will not withhold any amounts for payment of any taxes from Forever Bride's compensation.
Forever Bride reserves the right to terminate this Agreement at any time. In the event of such termination, Client shall not be responsible for paying any monthly fees following the date of termination. In the event that the Client decides to terminate this Agreement for any reason whatsoever, before the total value is paid, Forever Bride reserves the right to collect all remaining amounts owed while removing the Client’s listing, Advertisement(s), and other media from the Website.
TERMINATION OF THIS AGREEMENT WITH A SPECIFIED ENDING DATE: If Client does not wish to terminate this Agreement on the above date, and Client has not given Company written notice to extend this agreement, or to request a new Agreement; and, Client continues to remit the monthly payment required herein after the Termination Date, and no new Agreement has been entered into by the Company and Client, then this Agreement shall continue under its original terms and the duration shall be extended on a “month to month basis” at the monthly rate stated herein.
TERMINATION AND ALTERATION OF LEASE: When this Agreement is on a “month to month” term, Company and Client may terminate the Agreement by giving the other party WRITTEN NOTICE equal to the Notice Period stated herein. A notice to cancel this Agreement is effective on the last day of a month said notice is received. The Company may change any of the terms of a “month to month” Agreement, including the amount of rent and late fees, by giving Client written notice at least equal to the notice period and ONLY at the end of the term of this Agreement.
(a) Forever Bride shall provide (15) days written notice (“Termination Notice”) to the Client.
(b) The client may terminate the month-to-month contract at any time for any reason by giving at least thirty (30) days written notice to Forever Bride.
Forever Bride shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Client and any attempt by Forever Bride to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by facsimile before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
16. Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of the State of Minnesota. All claims, actions, or disputes between the parties shall be brought ONLY in the federal or state courts situated within Hennepin County in the State of Minnesota, United States of America. Client agrees that Hennepin County, Minnesota is a convenient forum for resolving such disputes, and waives the right to request the transfer of venue of any proceeding
outside of the State of Minnesota.
17. Dispute Resolution (optional)
All disputes under this Agreement shall be settled by arbitration in Minneapolis before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable; and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
19. Limitation of Liability
Forever Bride’s cumulative liability to Client or any third parties resulting from any breach of this Agreement, negligence, or other wrongful acts, shall be limited to the sum of the US Dollarvalue actually paid to Forever Bride by the Client, exclusive and irrespective of Forever Bride’s non-performance of any obligations under this Agreement.
THIS INCLUDES DAMAGES INCURRED BY CLIENT, ITS OWN CLIENTS, OR ANY THIRD PARTY, EVEN IF FOREVER BRIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FOREVER BRIDE, ITS PARENT, SUBSIDIARIES, AFFILIATES, MARKETING AGENTS, OR ANY OF THEIR RESPECTIVE OWNERS, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, CONTRACTORS, CONSULTANTS, SUPPLIERS, CLIENTS, INSURERS, ATTORNEYS, OR AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS, IMPAIRED GOODWILL, INTANGIBLE LOSSES, OR DAMAGES CAUSED BY DELAY OR BUSINESS INTERRUPTION, WHETHER IN AN ACTION FOR BREACH OF CONTRACT.
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request, defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents.
21. Entire Agreement; Amendment
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom.
Following the Initial Term, Forever Bride may from time to time, at its sole discretion and upon written notice to Client, modify, amend, or supplement the terms of this Agreement.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.
*Note: By signing this Agreement, the Contact Person named belowrepresents that he/she has the power and legal authority to bind Client to the terms of this Agreement.
By signing below, the listed parties agree to the above conditions. Any breach of this Agreement will result in the acceleration of the remaining payments due by the Client to Forever Bride and immediate removal of all listings and advertisements from the Website. In signing below you, the Client, are agreeing that Forever Bride has the right to display your company’s information in a listing on the internet, print, and elsewhere.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth above.
YEARLY MEMBERSHIP This includes listing in the Booklet.
BASIC LISTING includes your business name, description, contact information, one photo, and unlimited reviews. Placement is determined by date joined.
STANDARD LISTING includes logo, description, contact information, social media links, unlimited photos, videos, and reviews. Placement is determined by date joined, above basic listings.
PREMIUM PLACEMENT client has the top placement in the category of choice, listed in order of date registered with other premium listing vendors.
LIST OF CATEGOR(IES):
LEAD LIST Monthly lead list will contain updated list of all information of brides signed up for their Forever Bride Card.
WEB BANNER AD Clickable-back link to your website.
CHARGES, FEES, BREACH
Client shall pay Forever Bride $___________monthly for the period agreed on Effective Date of this Agreement (the "Initial Term"). Client may not cancel this Agreement during the Initial 12 month Term. Client authorizes Forever Bride to charge Client's credit card on file with Forever Bride in the agreed amount on a recurring monthly basis. Any breach of this Agreement or failure to make the monthly payment to Forever Bride will result in the entire remaining balance during the Initial Term to become immediately due and payable to Forever Bride. Forever Bride reserves the right to suspend its performance under this Agreement, remove all Client listings and advertisements from the Website, or immediately terminate this Agreement, in Forever Bride's sole discretion, should Client become delinquent in payment or breach this Agreement.
If Client fails to make any monthly payment when due, interest shall accrue on such delinquent amount at the rate of eight percent (8%) per annum. In addition, Client shall be responsible for paying all of Forever Bride's collection costs, attorney's fees, court costs, disbursements, and expenses incurred in collecting delinquent amounts or otherwise enforcing the terms of this Agreement. Any declined payments will be counted as late payments. The late payment fee is $25. Any Client or Client listing that is more than 30 days delinquent will be removed from the website and position forfeited. In the event that the account becomes delinquent past 30 days, Forever Bride reserves the right to remove all listing information and media from its website and attempt to collect all debts owed in full.
Forever Bride reserves the right to terminate the ad contract at any time, with proper notice, and good reason. Forever Bride does not guarantee any result in traffic, business or any other implied results due to advertising.
All rights reserved Forever Bride 2014.
FOREVER BRIDE VOWS
Forever Bride Association Member Ethics Agreement
As a Forever Bride Association Member,
I vow to provide professional & outstanding service to clients at all times.
I vow to promote my business in ethical ways.
I vow to continually strive to grow & improve my skills & products.
I vow to be fully licensed & insured, when applicable.
I vow to use proper legal agreements for customers.
I vow to treat other wedding professionals with respect.
I vow to encourage & support new vendors.
I vow to be active in the FBA Program, support the FBA community, and participate in networking events.