Online Advertising Terms & Condition
This agreement is between you (the “Advertiser”) and LOYALTY POWER 7, INC, a Maryland corporation (the “Company”) (each a “Party” and collectively the “Parties”).
The Company is operating an online coupon and rewards program (the “Program”), enabling consumers to choose a store, product, coupon or other offer (collectively, “Online Coupon”) displayed on www.LoyaltyPower7.com (the “LP7 Website”), connecting consumers with local retailers and brands.
The Advertiser wishes to participate in the Program by purchasing the online coupon service to submit and display their Online Coupon on the LP7 Website, and the Company wishes to sell such service to the Advertiser.
The Parties therefore agree as follows:
1. Account Opening. To open an account with the Company for advertising, you must (1) meet and satisfy the eligibility requirements set forth in Section 2; and (2) submit a properly completed application and agree to this agreement. The Company reserves the right to refuse any application, for any reason, after the submission of the application. By consent to these terms, you agree to abide by this agreement, and any policies from the Company, as currently in effect and as may be amended from time to time. This agreement together with the accompanying application form constitutes a binding agreement between the Advertiser and the Company.
2. Eligibility Requirements. To be an eligible advertiser with the Company, you must: (1) be of legal age (at least 18 in the U.S.) and legally competent to enter into a binding agreement in the jurisdiction in which you reside; (2) be a citizen or taxpaying resident in the U.S., or if it is a corporation or other legal entity, be a duly authorized agent of the entity to enter into this agreement, and such entity must be validly formed and existing under the laws of its jurisdiction; (3) provide a complete, legible, unaltered and valid application, including valid contact information, a valid government-issued social security number or, if it is a corporation or other legal entity, a valid FEIN number, and a certificate proving that such entity has been duly formed.
3. Accurate information. You may not enroll with false, inaccurate, misleading, or incomplete information. You shall immediately inform the Company of any changes to your information. The Company may terminate your account and refuse current or future use of any or all of the Program if the Company has reasonable grounds to suspect violation of this agreement or that registration information you have provided is untrue, inaccurate, outdated, or incomplete. The Company will not be responsible for any delays in communications or any loss or damage to you or any third party that may be incurred as a result of the false, inaccurate, misleading, or incomplete information that you have provided to the Company.
4. Advertising. The Advertiser shall purchase the online coupon package at the rate listed on LP7 Website for the specified term, except as otherwise expressly agreed by the Parties.
5. Positioning. Except as otherwise expressly agreed by the Parties, positioning of Online Coupon is at the sole discretion of the Company. Advertiser acknowledges that the Company has not made any guarantees with respect to usage, statistics, or levels of impressions for any Online Coupon. To the extent the Company provides Advertiser with estimated usage, it does so only as a courtesy to Advertiser and shall not be held liable for any claims related to usage.
6. Payment. If Advertiser is a first time advertiser with the Company, it shall make payment of online coupon package at the time the application is submitted. If Advertiser desires to renew the online coupon package after the term expires, it shall, before the current service expires, make payment at the renewed rate for the specified term then listed on the LP7 Website. Advertiser agrees to authorize an automatic payment made to LP7 for purpose of renewing the online coupon package. To provide an authorization, Advertiser should set up a recurring payment, a subscription, or automatic billing with LP7. The Company reserves the right to request full payment before publishing any Online Coupon and to cease publishing any Online Coupon when payment for online coupon package is not properly received. Advertiser is responsible for all expenses incurred in connection with the collection of past due amounts payable, including attorney fees and costs.
7. Cancellation. Advertiser may terminate its account and end the online coupon package at any time. If Advertiser cancels the online coupon package, it shall notify the Company in writing, and in such case, the Company has the right to delete or deactivate the Advertiser’s account, block email address, terminate access to or use of the Program, remove and discard any Content within any account or anywhere on the LP7 Website, and with no liability of any kind to Advertiser. If Advertiser terminates its account, the Company will have no obligation to refund any part of the payment the Advertiser has paid.
8. Rejection of Advertisements. Notwithstanding anything to the contrary in this agreement, the Company reserves the right to reject or cancel any Online Coupon at any time, for any reason (including but not limited to the Company's belief that the Online Coupon conflicts with the Company policy or objectives, competes with the Company products or services, is false or misleading, infringes or may infringe the intellectual property of a third party, may degrade the graphic quality of the LP7 Website, or may subject the Company to criminal or civil liability).
9. License Grants. Advertiser owns all the content, including text, files, images, photos, videos and the like, which it stores on the Program or which it or its visitors provide by using the Program (collectively, “Content”). Advertiser agrees to grant the Company a license to access, copy, modify, distribute, store, transmit, reformat, list information regarding, republish, edit, translate, make derivative works of, publicly perform such Content to the extent needed to provide the Program to Advertiser and in any other lawful manner. The license Advertiser grants to the Company is permanent, non-exclusive, irrevocable, royalty-free, transferrable and sub-licensable, and worldwide.
10. Coupon Administration. Advertiser expressly agree that it will honor any Online Coupon that it has submitted and that it will use its best efforts to effectively administer and resolve any customer issues or problems arising from the Online Coupon and reported to the Company. Advertiser further represents and warrants that the Content it provides is truthful, accurate, complete and legal, and the Content does not infringe the intellectual property of any third party.
11. Content Removal. The Company reserves the right to purge Content from its database at any time and from time to time without notice. Advertiser shall be solely responsible for backing up any Content uploaded to the LP7 Website or received through the use of the Program. The Company shall not be liable for any purging, deletion or failure to retain any such Content.
12. Inactive Account. The Company reserves the right to disable or deactivate Advertiser account if payment for online coupon package is not fully paid for more than 90 days. In the event of such termination, all data associated with such account may be deleted. The Company will provide you prior notice of such termination by email.
14. Changes to Services. The Company reserves the right at any time to modify, suspend, or discontinue providing the Program or any part thereof with or without notice. The Company will not be liable to Advisor or to any third party for any modification, suspension or discontinuance of the Program.
15. Trademark. The Company hereby grants Advertiser a non-exclusive, non-transferable, worldwide right to access and use the LP7 Website for its own internal purpose. Advertiser may not permit the LP7 Website to be used by or for the benefit of unauthorized third parties. All rights not expressly granted to Advertiser are reserved by the Company. Advertiser shall not (i) modify or make derivative works based on the LP7 Website; (ii) reverse engineer or access the LP7 Website in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the LP7 Website. Advertiser acknowledges and agrees that, as between the Parties, the Company owns all right, title, and interest in and to the LP7 Website and the Program, including all intellectual property rights therein such as applicable copyrights, trademarks and other proprietary rights. No license is granted to Advertiser under any of those intellectual property rights by virtue of this agreement. Loyaltypower7.com trademarks, logos, service marks, images, trade names, designs, page headers, button icons, scripts and other distinctive branding features used in connection with the Program are the trademarks, service marks or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without the prior written consent of the Company.
16. Indemnification. The Company makes no warranties, express or implied, as to the Content or to the accuracy or reliability of the Content or any material or information that will be received through the Program. The Company does not control the Content originated from the Advertiser and does not guarantee the accuracy, integrity or quality of such Content. Advertiser assumes all liability for Content and agrees to defend, hold harmless, and indemnify the Company, its shareholders, parents, subsidiaries, affiliates, officers, directors, employees and agents from all claims, losses, judgments, damages, costs and expenses of any nature whatsoever, including but not limited to reasonable attorney fees, under any cause of action, including but not limited to, contract, tort, strict liability, warrant, the infringement of intellectual property rights or other rights, or otherwise, for which the Company may become liable by reason of its publication of the Advertiser's Content.
17. Disclaimer. THE MATERIALS, SERVICES, AND PRODUCTS CONTAINED AND OFFERED ON LP7 WEBSITE OR OTHERWISE BY THE COMPANY ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS, THE LP7 WEBSITE, THE SERVICES, THE USE OF THE SITE, OR ANY INFORMATION ON THE SITE: (1) WILL BE UNINTERRUPTED OR SECURE, (2) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (3) WILL MEET YOUR REQUIREMENTS, OR (4) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE, SOFTWARE OR WEBSITE YOU USE. ANY REPRESENTATIONS OR WARRANTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND REPRESENTATIONS WITH RESPECT TO THIS AGREEMENT, LP7 WEBSITE, PRODUCTS AND SERVICES, AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES HERETO OR BY OPERATION OF LAW, NONE OF THESE REPRESENTATIONS AND WARRANTIES WILL EXTEND TO ANY THIRD PERSON. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATIONS OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
18. Liability Limitation. LIABILITY AND THE SOLE REMEDY FOR ADVERTISER FOR ALL CLAIMS FILED BY ADVERTISER SHALL BE LIMITED, IN THE AGGREGATE, TO THE GREATER OF (1) USD$100.00 OR (2) THE TOTAL AMOUNT CHARGED TO THE ADVERTISER BY THE COMPANY IN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE INCIDENT ON WHICH THE ALLEGED CLAIM IS BASED. IN NO EVENT SHALL THE COMPANY BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY ARISING OUT OF THIS AGREEMENT OR THE PUBLICATION OF OR FAILURE TO PUBLISH ANY ONLINE COUPON.
19. Force Majeure. Neither Party shall be held responsible for delay or failure in performance under this agreement caused by acts of God, fires, floods, strikes, terrorism, work stoppages, breakdown of equipment, government action, internet or website downtime, or other causes beyond the affected parties' reasonable control.
20. Termination. The Company shall be entitled to terminate this Agreement immediately with or without cause upon written notice to Advertiser. In the event of termination with cause, including but not limited to receiving complaints concerning any illegality or infringement of third party rights in the Content, the Company will not refund any payment to Advertiser. The determination of questions of illegality or infringement of third party rights in such Content will be subject to the sole discretion of the Company. In the event of termination without cause under this section, the Company shall refund or credit Advertiser for the unused pro-rata portion of the price of the online coupon package being purchased.
21. Choice of Law. The laws of the state of Maryland govern this agreement without regard to its conflicts of law principles.
22. Arbitration. Any controversy or claim arising out of, or relating to, this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If Advertiser files a claim or counterclaim against the Company, it may only do so on an individual basis and not with any other individual or a part of a class action. Advertiser agrees to waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in New Market, State of Maryland, unless the laws of the jurisdiction where the Advertiser resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that jurisdiction. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the advertising industry. Each party to the arbitration shall be responsible for its own costs and expenses, including legal and filing fees; provided, however that the arbitrator will have discretion to award legal fees and other costs to the prevailing party. The decision of the arbitrator shall be final and binding on the parties. This agreement to arbitrate shall survive any termination or expiration of this agreement.
This section shall not apply to violations of the provisions herein relating to intellectual property, including but not limited to cybersquatting, registering Loyalty Power 7 trademarks or confusingly similar domain names. The Company reserves the right to pursue all legal remedies in relation to these violations including full utilization of the judicial system.
23. Equitable Relief. Nothing in this agreement prohibits the Company from obtaining a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect the Company’s interest prior to, during or following the filing of any arbitration or other proceeding, or pending the rendition of a decision or award in connection with an arbitration or other proceeding.
24. Judicial Modification. If the laws of any jurisdiction impose any requirement that is different from or in addition to those set forth in this agreement, then this agreement shall be deemed amended in conformance with those laws as to that jurisdiction only.
25. Amendments. The Company may amend, modify, change, add or remove portions of this agreement or any policies from the Company at any time without notice to Advertiser by posting a revised version on the LP7 Website and/or by emailing Advertiser. The revised version will be effective at the time the Company posts it to the LP7 Website or otherwise notified to Advertiser. Any continued use of the Program after such posting or notification of the changes constitutes the Advisor’s binding acceptance of such changes.
26. Assignment and Delegation. The agreement may not be assigned or transferred by the Advertiser. The Company may assign this agreement in whole or in part in its sole discretion without Advertiser’s consent and without notice.
27. Severability. If any provision contained in this agreement or any other agreement that the Advertiser has entered into with the Company is, for any reason, held to be invalid, illegal, or unenforceable in any respect, it is the Parties’ intent that the arbitrator or court shall strike or modify the applicable provision only to the extent necessary to make such provision enforceable, and enforce the provision as modified. In any event, the remainder of this agreement and all other agreements shall remain in full force and effect.
28. Survival of Terms. Each of the provisions of this agreement relating to cancellation of account, license grants, intellectual property, user data, choice of law, arbitration, and other provisions as expressly stated herein will survive the termination of this agreement.
(a)Writing; Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
(b) Addresses. Notice to the Company shall be addressed at the following:
Patrick Maggi /Founder
5644 Tessie Court
New Market, MD 21774
Email Address: email@example.com
(c) Effectiveness. A notice is effective only if the Party giving notice complies with Subsections (a) and (b) and if the recipient receives the notice.
30. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
31. Entire Agreement. This agreement constitutes the final agreement of the Parties. It is the complete and exclusive expression of the Parties’ agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the Parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter this agreement by, and neither Party is relying on, any statement, representation, warranty, or agreement of the other Party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
32. Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
33. Further Assurances. Each Party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
Update on: August 15, 2017