THIS HOAMANAGEMENT.COM PARTNERAGREEMENT (the “Agreement”) is made between. HOAMANAGEMENT(.com), Inc. (“Publisher” or “HOAMANAGEMENT.com”) and the undersigned company (“Partner”).
In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
Definition. The HOAMANAGEMENT.com Partner Program is a marketing relationship between Publisher and Partner that includes Internet Advertising on the HOAMANAGEMENT.com website and access to other marketing opportunities that are defined in Exhibit 1.
Advertising. Publisher shall use its diligent efforts to provide and promote the HOAMANAGEMENT.com Partner Program specified in Exhibit 1 or as otherwise stated within this Agreement. Indemnity. Partner shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) the content of Partner’s advertisements served by Publisher pursuant to this Agreement, (2) any materials to which users can link through those advertisements, or (3) any other Partner information or materials distributed or published by Publisher pursuant to this Agreement.
Limitation of Liability. a) Under no circumstances shall Publisher be liable to Partner or any third party for indirect, incidental, consequential, punitive, special or exemplary damages (even if advised of the possibility of such damages), arising from 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) Publisher disclaims any and all representations and warranties, including any regarding merchantability, fitness for particular purposes, non-infringement, suitability, compliance with laws, quality, or otherwise, with respect to the Publisher web site. c) In no event shall Publisher be liable in any way for an amount greater than the payment actually received by Publisher from Partner for the defective portion of the service under this Agreement. d) Publisher would not have entered into this agreement but for the limitations contained in this section.
Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile signatures are acceptable and deemed original signatures.
Intellectual Property Rights. Neither party will acquire any ownership interest in each other’s intellectual property. Publisher shall have the right to place Partner’s logo, trade name and trademark on any advertising from Partner and to otherwise use such items in connection with the purposes of this Agreement. Partner hereby represents and warrants that it owns all right, title and interest in and to, or has full and sufficient right and authority, to use in the manner contemplated by this Agreement, any materials, designs, content or information furnished by Partner to Publisher in connection with Publishers performance of the services called for by this Agreement.
Force Majeure. Other than with respect to payments due under this Agreement, neither Publisher nor Partner shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, natural disaster, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events.
Term and Termination. The Initial Term of this Agreement shall begin on the execution date and shall continue for a period of twelve (12) months until and unless otherwise terminated by either party. The Agreement shall automatically renew at the end of the initial term for subsequent Renewal Periods of twelve (12) months after the expiration unless Partner provides written notice to Publisher at least sixty (60) days prior to the end of the term. Such Renewal Periods shall continue until and unless Publisher is provided written notice of termination to address below via Certified Mail Return Receipt Requested. Termination of this agreement shall not require Publisher to remit back to Partner any sum paid under this agreement as of the date of termination.
Miscellaneous. This Agreement, together with its Exhibits, 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. This Agreement, once executed by both Parties, may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. 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. This Agreement will be deemed entered into in North Carolina and will be governed by and interpreted in accordance with the laws of the State of North Carolina. The parties agree that any dispute arising under this Agreement shall be resolved solely through confidential binding arbitration in the County of Mecklenburg, City of Charlotte, North Carolina before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorney fees, expert witness fees, and 1/2 of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
EXHIBIT 1 – Marketing Opportunities
- Publisher will create and place an ad for Partner on the HOAMANAGEMENT.com website referenced by the www.HOAMANAGEMENT.com URL; and becomes the property of the Publisher.
- The ad will be a listing under the state of the Partners choice and will include a landing page with information about the partners company. Additional ads may be placed on state pages for additional cost.
- The ad will include a link, if available, to the Partner website URL or a Web Page created by Publisher.
- Banner ads will not include animation, flash, or sound.
- Any ad art or files submitted by Partner must be in a form and substance acceptable to Publisher.
- Additional Marketing Opportunities:
HOAMANAGEMENT.com Partners have access to additional marketing opportunities, provided, however, Publisher shall have no obligation to provide any additional services, unless and until the parties reach a written agreement on the terms and conditions of such additional services, which terms shall be incorporated in an addendum or exhibit to this Agreement. These opportunities include but are not limited to the following:
- Free Publication of Technical Articles in the Blog Section of the HOAMANAGEMENT.com website with editorial credit, email and website links.
- Web Page Creation (call for quote)
- Special placement banner advertising (call for quote)
- E-Newsletter and Opt-in Broadcast Email Sponsorship (call for quote)
- Fees: See attached proposal/contract.
- Payment Terms: Payment for the total advertising fee is earned in full and is due upon written acceptance of this agreement by Partner. Fees for any Renewal Period as shown in attached Proposal/Contract or described herein for advertising will be automatically charged to Partners credit card or bank account 30 days prior to the renewal period shown within the Proposal/Contract and described above. Failure to pay those fees or breach of payment terms in the Proposal/Contract will result in ad removal and reassignment of placement. All fees described in the attached Proposal/Contract above shall be nonrefundable.