We, the undersigned (hereinafter referred to as “Advertiser”) agree with Shop Local, LLC to place in service and maintain marketing with the above program(s) chosen, subject to the Additional Terms & Conditions, page (on back) for such prices per period for each program as indicated on this agreement and to maintain such marketing for the remaining selected period.
COMMENCEMENT AND HOLDOVER. Advertiser agrees to notify Shop Local in writing not less than ninety (60) days prior to the expiration date of this display agreement if it desires to terminate this display agreement at the expiration of the above specified term. Unless advertiser so notifies Shop Local or Shop Local notifies the Advertiser of its desire to terminate, the parties agree that this display agreement shall remain in force at the rate applicable at said expiration until the Advertiser thereafter gives Shop Local ninety (60) days notice or Shop Local thereafter gives the Advertiser written notice of its intention to terminate and then shall expire upon the expiration of said notice.
PAYMENT. Advertiser shall pay in advance to Shop Local within five (5) days after the selected programs have been placed in service, an amount based on the monthly rate for the first twelve (12) months prorated for the period from the day on which the display is placed in service to the end of that calendar month. Advertiser shall thereafter pay in advance the applicable monthly rate on the first business day of each month during the terms of this display agreement and any extensions thereof.
LATE CHARGE. Advertiser agrees that with respect to any amount owned hereunder which is due Advertiser shall pay late charge equal to 10% of such unpaid amount or the maximum amount permitted by law, whichever is less, on such amount calculated from the date the amount first became due.
BREACH. Any failure by Advertiser to pay when due any amounts owed hereunder is to be considered breach of this display agreement. Advertiser acknowledges that the display it has agreed upon is to designed, set up, and implemented expressly for the Advertiser, that such major expense is incurred on the Advertiser’s representation that it will pay timely all amounts due hereunder and that the display has very limited value to Shop Local unless used for the Advertiser. Advertiser further acknowledges that is impractical and extremely difficult to measure the exact loss to Shop Local in the event Advertiser were to breach this display agreement. Accordingly, the parties agree that if Advertiser files or has filed against it a bankruptcy petition, is placed in receivership, makes an assignment for the benefit of creditors or fails to make when due any payments owed hereunder and such failure continues for thirty (30) days, or otherwise breaches this agreement and fails to cure such breach within thirty (30) days of its commission of such breach, then, in any of such events, in addition to any other rights Shop Local has or may have at law or equity, Shop Local shall be entitled, without notice, to payment immediately from Advertiser of not only all amounts then due but also eighty percent (80%) of the balance owed for the unexpired term of the display agreement in liquidated damages and not penalty. The parties agree that the liquidated damages are reasonable in light of the anticipated or actual damage caused by such breach and are not intended nor are they a penalty, Should Advertiser breach this display agreement, in addition to any other rights Shop Local has or may have at law or equity, Shop Local may, at its option, without prior notice, at any location(s) remove the Advertiser’s message until the default is cured and the cost of removal and replacement is paid by the Advertiser and/or may permanently remove the advertising message from the display and replace it with that of another advertiser, without incurring any liability for such removal or replacement.
Should Shop Local elect to collect any delinquent payments due from Advertiser or bring suit for default of any other item, covenant or condition of this Agreement, Advertiser agrees to pay all reasonable attorney’s fees and expenses, including but not limited to professional collection service charges and court costs. Any judgment tendered in favor of Shop Local shall be without relief from valuation and appraisement laws and bear the maximum interest allowed by law.
TERMINATION OF AGREEMENT. In the event of the termination of this agreement, Advertiser agrees to pay not only the amount then due, but also an early termination fee of $600. Should any Advertiser breach any term of this agreement, upon such breach, Shop Local, LLC shall be entitled to invoke any of the remedies identified in this agreement or otherwise without further notice to the advertiser against the Advertiser.
Any misuse of this system qualifies for exclusion from any and all benefits. We reserve the right to cancel any program at our discretion.
TRUTH IN ADVERTISING AND INDEMIFICATION FOR LIABILITY. Advertiser is solely responsible for any legal liability arising out of or relating to (1) marketing, and/or (2) any material to which users can link through to any marketing. Advertiser represents and warrants that any marketing complies with Shop Local’s marketing standards; and that it holds the necessary rights to permit the use of marketing by Shop Local for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of marketing will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to hold Shop Local, LLC harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred. Limitation on Damages. In no event will Shop Local, LLC be liable to Advertiser for any special, incidental or consequential damages, whether based on breach of contract, tort (including negligence), or otherwise. (a) General Representations and Warranties. Each party hereby represents and warrants to the other party that it is duly organized, validly existing, and has the full and unrestricted power and authority, corporate and otherwise, to execute and deliver this Agreement and to perform all of its obligations under this Agreement.(b) Applicable Law. The Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Wisconsin. IN WITNESS WHEROF, each of the parties hereto has duly executed this Agreement, or has caused this Agreement to be duly executed on its behalf, as of the day and year first above written. This Agreement may be executed by counter parts.
CHOICE OF LAW AND ADMISSIBILITY OF COPIES CONTRACT. The parties to this agreement hereby agree to resolve all disputes arising out of and related to this display agreement pursuant to the laws of the State of Wisconsin. This agreement is to be signed by each of the parties hereto and it is agreed and stipulated that any of the signed copies of this agreement may be admitted into evidence in any litigation relating to the enforcement of this agreement. However if the language on any copies differs from the other copies, the language contained in the original copy of this agreement, if available, shall be deemed to be the controlling language.
GENERAL PROVISIONS. The invalidity, in whole or in part, of any provision of this display agreement shall not affect the validity or enforceability of any other of its provisions. Shop Local’s failure to insist in one or more instances upon the performance of any term or terms of this display agreement shall not be construed as a waiver or relinquishment of Shop Local’s right to such performance of the future performances of such term or terms, and Advertiser’s obligation with respect thereto shall continue in full force and effect. It is understood by the parties that any use of the word “display” may include more than one display face in such display and accordingly, the rights and remedies of the parties will be appropriately prorated if less than all the display faces are affected under any of the sections of this display agreement.
HUTERRA REWARDS MERCHANT AGREEMENT. (Only applicable if signing up for Give Back program.)
The HuTerra Rewards Program (herein referred to as “The Program”) is a program in which participating merchants are offering donations (stated as percentages of sales) to nonprofit organizations based on the purchases made by registered Members in the Program who have selected a nonprofit or nonprofits to which they wish the donations be made. The Program is available to schools and public charitable organizations approved by HuTerra Foundation that are registered and in good standing with the IRS as a 501(c)(3) organization. Although The Program aims to include only schools and charitable organizations that are in good standing, The Program cannot guarantee the good standing and/or conduct of any organization. Through your company’s involvement in The Program, you confirm your understanding and acceptance of the terms and conditions of The Program and this agreement (herein referred to as the “Agreement”) as stated below:
1. The Program Overview: Your Company has chosen to be part of The Program and make voluntary donations to nonprofit groups in The Program based on the purchases of registered Members in The Program who have designated certain nonprofits as the desired recipients of such donations. Your donation offering shall be stated as a percentage of sales, and your donation amount shall be the amount of purchases from registered Members multiplied by your donation percentage offered.
2. Donation Management: Your company authorizes HuTerra Foundation to manage and distribute the donations made by your business to the intended nonprofit organizations. On or before the 15th of each month, HuTerra Foundation shall provide your business with an invoice that sums up all purchase transactions made by Members in The Program at your business the previous month and a total donation amount based on the percent of Member sales previously agreed upon. Donations are considered to be made as of the date payment clears your bank or if paid by check, when the check clears HuTerra Foundation bank. Should a withdrawal attempt from your bank account fail due to an incorrect routing number, account number, account type, or business name; insufficient funds; or any other reason, HuTerra Foundation shall at any time be authorized to draw from your bank account on file the donation amount agreed upon plus any fees incurred as a result of the prior failed withdrawal. If a check fails to clear due to insufficient funds your company will be required to submit a replacement check to also include any fees incurred related to the failed check transaction.
3. Authorization: To administer the program, your business authorizes and permits HuTerra Foundation and its third party affiliates, and other parties as may be necessary and to the extent necessary to: (i.) the enrollment of your business as a participating merchant in The Program, (ii.) the disclosure of your donation offering, (iii.) the monitoring, collection, release, sharing and use of transaction data from your business, for the purpose of enabling The Program and for purposes of generating anonymous, aggregated, statistical models and compilations, trend analyses, program performance analyses, benchmarking, the development of case studies and otherwise for internal business purposes so long as such data is not publicly attributable to and no reference is made to your business.
4. Term: Unless otherwise documented in a separate agreement signed by both parties, this Agreement shall remain in effect perpetually until either party contacts the other party in writing regarding a desire to end its involvement in The Program. Your business’ involvement in The Program may be terminated at any time due to failure to make the donations as agreed upon, malicious use of The Program by your business, your business dissolves, or another reason as determined by HuTerra Foundation.
5. Data Rights: The transaction data provided to your business (other than transaction data independently collected and owned by your business) may be used by your business for the purpose of validating or calculating donations offered by your business in The Program, and your business may retain such data only for so long as it has a legitimate business need to retain them for such purposes. Your business may not use the data for any marketing, modeling or for any other purposes.
6. Secure Information: Your business understands that sensitive information stored in your business online account at www.huterra.com, such as information of registered Members who have made purchases from your business and purchase information, is meant to be secure. HuTerra Foundation and its third party affiliates follow standards for protecting such information, and your business has the responsibility of maintaining a secure password and not sharing your login credentials with anyone. Your business understands and agrees that should anyone access your online account or access such secure information, either as a result of your allowance or as a result of your failure to create a secure password or for any other reason, you are responsible for any losses, damages, or fraudulent activity occurring as a result of any stolen information. You agree to indemnify and hold harmless HuTerra Foundation for any such losses.
7. Cookies and Other Technologies: Your business and its locations authorize HuTerra Foundation to collect and store your IP address using cookies or similar technologies to confirm your acceptance of this Agreement.
8. Right to Remedy: Should either party in this Agreement have any dispute under this Agreement or about The Program, the disputing party shall bring the dispute to the attention of the other party, allowing such Party a right to remedy the situation on an individual basis within 90 days of such notice being presented. All parties to this Agreement agree that they shall not be part of any class action lawsuit filed against the other party.
9. Your Conduct: You and your business agree to not engage in any inappropriate activity in connection with your use of The Program, including but not limited to uploading, posting, emailing or otherwise sending or transmitting any material that contains viruses or any other harmful computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with The Program; interfering with the servers or networks connected to The Program or violating any of the procedures, policies or regulations of networks connected to The Program, the terms of which are incorporated herein; impersonating any other person while using The Program; conducting yourself in a vulgar, offensive, harassing or objectionable manner while using The Program; using The Program for any unlawful purpose; and/or reselling or exporting the software associated with The Program. Your business shall comply with all applicable laws and regulations in connection with your use of The Program.
11. Use of Information and Comments Submitted: If you or your business elects to submit any comments, information or ideas to HuTerra Foundation about The Program or service of HuTerra Foundation, HuTerra Foundation may use such comments, information or ideas without compensation, acknowledgement or payment to you or your business for any purpose whatsoever, including, but not limited to, developing and marketing products and services and creating, modifying or improving The Program or other products or services.
12. Force Majeure: In no event shall HuTerra Foundation be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside HuTerra Foundation’s reasonable control.
13. Indemnification: Should any harm be done to you or your business or your customers or your vendors as the result of your involvement in The Program, including but not limited to unintentional acts done by HuTerra Foundation or any of its affiliated parties, including but not limited to partnered nonprofit organizations, merchants, members, contractors, or employees, you and your business agree to indemnify and hold harmless HuTerra Foundation and its affiliated parties from and against any and all claims and losses.
14. Amendments: HuTerra Foundation may amend this Agreement from time to time by posting an updated Agreement on the HuTerra Foundation website. If HuTerra Foundation materially changes this Agreement, as deemed by HuTerra Foundation, your business shall be emailed at the email address specified in your online account 30 or more days prior to the effective date of the Amendment. Your continued participation in The Program after an updated Agreement has been posted on HuTerra Foundation’s website, or 30 days after you are notified through email of an Amendment, shall constitute your business’s affirmative acceptance of such amendment and your consent to abide by any terms thereof.
15. Legal Person: You acknowledge that you are an individual at least 18 years of age, of solid mind to enter into this Agreement and authorized on behalf of your Company and its locations to enter into such Agreement.
16. General: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section. HuTerra Foundation’s failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision. Your business shall not assign or transfer this Agreement or any right or obligation hereunder to any third party, but HuTerra Foundation may transfer or assign this Agreement to another party. This Agreement sets forth the entire understanding and agreement between your business and HuTerra Foundation with respect to the subject matter hereof.
I have read and agree with this Agreement.