Insider Perks Services Agreement
This Services Agreement (this "Agreement"), made at Avon, Ohio, as of (the "Effective Date"), by and between Insider Perks, Inc., an Ohio corporation ("Insider Perks"), and Valley River RV Resort ("Client"), is to EVIDENCE THAT:
WHEREAS Client has requested the Services (as defined herein) from Insider Perks related to Client's property located at: 65 Old Tomotla Road, Murphy, NC 28906 (the "Property") and Insider Perks desires to provide the Services to Client related to the Property in accordance with the terms and conditions in this Agreement;
NOW, THEREFORE, in consideration of the foregoing statements and the mutual covenants and promises made in this Agreement and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Insider Perks and Client (collectively the "Parties" and individually a "Party") agree as follows:
1. Term; Termination. The term of this Agreement (the "Agreement Term") shall commence on the Effective Date and shall continue until terminated in accordance with this Section. The Agreement Term and this Agreement may be terminated (i) by mutual agreement of the Parties; (ii) upon the expiration of thirty (30) days after the terminating Party mails (by ordinary United States mail) or delivers written notice to the other Party; or (iii) upon expiration of sixty (60) days after Client fails to make payment of any fees due hereunder. Upon termination of the Agreement Term and this Agreement, Insider Perks agrees to use its best efforts to return, reset or otherwise transition to Client any and all passwords Insider Perks has in its possession related to any of the websites and/or services listed in Section 2.
2. Services. Insider Perks shall provide to Client those services selected by Client, which include the then current membership services described in Client's account located at insiderperks.biz, which membership services and all applicable terms and conditions contained therein are expressly incorporated herein by reference, and any of the then-current services listed in the product catalog on the Client's dashboard in Insider Perks' Business Center located at manage.insiderperks.com, which services and all applicable terms and conditions contained therein are expressly incorporated herein by reference (collectively the "Services"). Insider Perks reserves the right to modify or change the nature and/or scope of the Services provided to Client at any time. Client acknowledges that the Services may be dependent upon third parties (e.g., access required via the third party) and that Insider Perks may not be able to provide the Services, or a portion of the Services, as a result of said third party. Client waives all claims arising from Insider Perks failure to provide the Services, or a portion of the Services, resulting from the action (or inaction) of said third party. Client may modify or change the scope of its Services at any time; provided, however, that Client shall be responsible for all fees for the applicable commitment periods (e.g., monthly or annually) associated with the Services. For example, if client selects a Service with an annual commitment requirement, but selects a monthly payment plan for said Service, then Client agrees to be responsible for and pay all amounts due in connection with the commitment for said Service even in the event of termination of said Service, the Agreement or the Agreement Term for any reason. Client acknowledges that all initial Services selections and all modifications and changes must be submitted to (whether selected on Client's account or by written, verbal or electronic notice to Insider Perks) and approved by an Insider Perks' representative prior to activation.
3. Pricing; Payment Terms; Expenses. During the Agreement Term, Client agrees to pay Insider Perks when due all fees for the Services selected by Client in accordance with all applicable commitment periods and payment terms and conditions herein and set forth at manage.insiderperks.com and/or www.insiderperks.biz, which payment terms and conditions are expressly incorporated herein by reference. Insider Perks reserves the right to modify or change its fees, commitment periods and payment terms and conditions related to the Services at any time upon thirty (30) days' notice to Client; provided, however, that such modifications or changes shall not be effective until Client's fees, commitment periods and/or payment terms and conditions affected by such modifications or changes are subject to renewal. In the event Insider Perks is unable to process any fee payment related to the Services, Insider Perks shall suspend provision of all Services on the thirtieth (30th) day after such fee payment was due until such fee payment is paid in full by Client. If Client fails to pay such fee payment in full prior to the expiration of the sixtieth (60th) day after such fee payment was due, this Agreement shall terminate in accordance with Section 1(iii). Client and Insider Perks hereby acknowledge and agree that Insider Perks is not entitled to reimbursement for normal travel expenses under this Agreement. In the event additional travel expenses become necessary in connection with the visit to the Property (e.g., extra time is needed for filming or as a result of contingency days in Section 6), then, upon mutual agreement of the Parties, Insider Perks shall be entitled to and receive reimbursement for additional travel expenses from Client. Payment is due within fourteen (14) days of Client's receipt of an invoice from Insider Perks.
4. License. In accordance with the terms and conditions of this Agreement and during the Agreement Term only, Insider Perks hereby grants to Client, and Client hereby accepts, a non-exclusive, non-transferrable and non-assignable limited license to use the photos and video solely and exclusively in connection with Client's online listing of the Property and in Client's other marketing and promotional materials (in any format) provided that Client shall not alter or change the photos or video in any manner (the "License"). Client agrees not to transfer, assign or sub-license the photos or video. Any purported transfer, assignment or sublicense shall be void and of no effect. Notwithstanding the foregoing and upon request of Client, Insider Perks will provide copies of the photos and video to Client via DropBox, subject to the restrictions in this Section 4. Termination of the Agreement Term and this Agreement renders the License null and void; provided, however, that Client shall be permitted to use the photos and video after termination so long as Insider Perks consents to such use, which consent shall not be unreasonably withheld, and Client and Insider Perks enter into a mutually agreeable arrangement regarding such future use.
5. Release. Client, for and on behalf of itself and employees, agents, invitees and all other persons on the Property, grants Insider Perks the right to photograph, videotape, and/or record the Property and all of the foregoing, and to use the name, face, likeness, voice and appearance of all the foregoing in connection with the photos, video and other advertising and promotional materials without reservation or limitation. Client hereby agrees to use its best efforts to obtain releases from all the foregoing for use by Insider Perks in the photos, video and other advertising and promotional materials.
6. Ownership. Client acknowledges the ownership by Insider Perks of the photos and video, including all raw video footage created in producing the finished video, made and produced by Insider Perks and agrees that Client will do nothing inconsistent with such ownership. Client agrees that nothing in this Agreement shall give Client any right, title or interest in or to any of the foregoing, other than the right to use the photos and video in accordance with this Agreement. Client agrees that during the Agreement Term and at any time following termination of the Agreement Term (for any reason, regardless of cause), Client will not challenge or dispute the ownership by Insider Perks of any of the foregoing or challenge or dispute the validity of this Agreement. Client further agrees that Insider Perks may use any of the foregoing for its marketing and promotional purposes on its website and/or in its portfolio. To the extent Client uses or provides photos and video not made or produced by Insider Perks, Client retains all of its rights, titles, and interest in and to such photos and video.
7. Contingency Days. A contingency day is any day where a scheduled filming has been prevented from occurring due to circumstances beyond the control of Insider Perks, which may include, but not be limited to: (i) weather conditions such as rain, fog, sleet, snow, hail or any other adverse weather; or (ii) injury, illness or absences of Insider Perks' employees or agents; or (iii) force majeure which includes, but is not limited to earthquakes, riots, fires, floods, volcanic eruptions, acts of war, strikes, labor unrest, civil authority, terrorism and/or acts of God. Insider Perks will attempt to minimize contingency days, but reserves the right, in the event of additional contingency days, to request reimbursement for additional travel expenses incurred as a result of any such contingency days, or reschedule photography and filming.
8. Property. To the extent Insider Perks is authorized by Client to perform Services, Client hereby grants Insider Perks permission to enter upon and place equipment on the Property for purposes of providing the Services, specifically photography and filming, on such days and at such times as agreed upon by Insider Perks and Client. At the conclusion of photography and filming, Insider Perks shall remove all equipment and leave the Property in substantially the same condition as when Insider Perks first entered the Property.
9. No Assignment. Client is not permitted to assign this Agreement any of its rights, privileges or duties prescribed under this Agreement without the prior written consent of Insider Perks. In the event Client sells all or substantially all of its assets or merges, consolidates or is involved in a change of control in ownership (all of which constitute an assignment hereunder) and Insider Perks consents to such assignment, Insider Perks will continue to provide the Services under this Agreement. Any purported assignment in violation of this section shall be void and of no effect.
10. Survival. Client's promises, duties and obligations under this Agreement shall survive termination of this Agreement and the Agreement Term.
11.1 This Agreement constitutes the entire agreement between Insider Perks and Client and all prior written or oral negotiations, representations, arrangements and/or agreements regarding the subject matter herein are superseded by this Agreement. Insider Perks and Client acknowledge that there are no oral or other written understandings, arrangements and/or agreements between the Parties relating to the subject matter of this Agreement.
11.2 This Agreement is signed, executed and consummated in the City of Avon, County of Lorain, State of Ohio, and Ohio's laws shall govern all disputes, controversies and litigation arising hereunder. Insider Perks and Client hereby agree that exclusive venue for all disputes, controversies, and litigation arising under this Agreement lies with the State Courts of Lorain County, Ohio. For all disputes, controversies and litigation arising under this Agreement, Insider Perks and Client hereby (jointly and individually) submit to the personal jurisdiction of the State Courts of Lorain County, Ohio.
11.3 All provisions of this Agreement are severable and no provision hereof shall be affected by the invalidity of any other such provision.
11.4 This Agreement shall be binding on and shall inure to the benefit of the Parties hereto and their respective successors and assigns.
11.5 This Agreement may be amended, altered or changed only through a written document signed by Insider Perks and Client and clearly designated as an amendment to this Agreement.
11.6 For purposes of this Agreement, the singular includes the plural and vice‑versa and the feminine, masculine and neuter include each other.
11.7 This Agreement may be executed in counterparts and by facsimile or any electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
11.8 This Agreement shall be binding on and shall inure to the benefit of the Parties hereto and their respective successors and assigns.
11.9 Client represents and warrants that its representative below is duly and properly authorized to execute and enter into this Agreement and that it will fulfill its obligations and duties under this Agreement.
11.10 Client acknowledges and agrees that any changes or amendments to any Services and/or terms and conditions incorporated herein by reference are immediately effective and binding on Client.
IN WITNESS WHEREOF, the Parties have set their hands as of the Effective Date.
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Document Name: Insider Perks Services Agreement
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