Upon the conditions and covenants following, this contract is made between Chamber of Commerce, Civic & Commerce or CVB named above (“Company”) and Local Date Night LLC, D.B.A. Local Savings Pass (Local Savings Pass).
1. Nothing in this Agreement is intended to or shall be deemed to constitute a partnership, joint venture, or agency relationship between the parties.
2. Company agrees to a one year contract with Local Savings Pass beginning on the date of this agreement. At the end of year one, this agreement will automatically renew annually until one of the parties hereto has notified the other party in writing that it does not wish to renew this agreement.
3. Company membership must be paid in full prior to Company Savings Pass going live and to remain live. The Invoice for year 2 will be sent, via email, 60 days before Company membership due date and is due net 30 days. If payment has not posted prior to annual renewal date, Company Savings Pass will be removed for Local Savings Pass website and no longer be available. Company will be responsible to pay remainder of contract plus and any additional fees for pass to go live if it has been removed. Company annual membership investment is based on number of members included on Company Savings Pass and other items like PPC advertising and print materials, as examples.
4. Company agrees any photos or logos submitted to Local Savings Pass are owned by Company and releases Local Savings Pass from any copyright claims made by Company or any third party.
5. Indemnification. To the extent allowed under applicable law, Company agrees to defend, indemnify and hold Local Savings Pass, its affiliated and related entities, and any of its agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Company of this Agreement, or the representations and warranties made in this Agreement.
6. This writing contains the entire agreement of the parties. No misrepresentations were made or relied upon by either party other than those that are expressly set forth. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof, unless done in writing and signed by an executive officer of the respective parties.
7. The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the State of Virginia.
