Community Giving Agreement
The FamilyTimePlanner.com website service is operated by BLIE Enterprises, Inc. As such, this agreement shall be between you and BLIE Enterprises, Inc.
This Community Giving Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as a Community Group (an "Community Group") in the FamilyTimePlanner Community Giving.
By submitting an application to become a Community Group, you warrant that you have read and understood this Agreement, and you agree to be bound by it.
To begin the enrollment process, you must submit a complete Community Giving Application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve, the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever.
Upon notice of acceptance of your application, this Agreement shall be effective between you and BLIE Enterprises ("BLIE Enterprises, Inc."). If we reject your application you will not be able to participate in the FamilyTimePlanner Community Giving; however, you are welcome to reapply at any time.
1. Definitions
Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply:
1.1. "Advertising" or "Advertisements" means any and all banner advertisements, pop-under placements, text links or other solicitations whether through the Internet or not, that promote the FamilyTimePlanner Service, contain a Link to the FamilyTimePlanner Site, or use the FamilyTimePlanner name.
1.2. "Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the FamilyTimePlanner Site embedded in an Advertisement and which identifies the number of consumers that become Subscribers via the Advertisement.
1.3. " FamilyTimePlanner Service" means the online calendar service currently offered on the FamilyTimePlanner Site, and the online calendar service as FamilyTimePlanner may alter and modify from time to time during the Term.
1.4. " FamilyTimePlanner Site" means the FamilyTimePlanner Internet site that is currently located at http://www.familytimeplanner.com and any other additional, substitute or successor site that may be designated by BLIE Enterprises under this Agreement.
1.5. "Subscriber" means a person who subscribes to the FamilyTimePlanner Service using a Link or Promotion Code and through such Link or Code successfully subscribes for an annual or monthly subscription to the FamilyTimePlanner Service (i.e., requiring the entry of name, address, email address, and valid payment information via the FamilyTimePlanner Site.
1.6 “Promotion Code” means a text identifier used by the Community Group and the Subscriber to obtain a discounted subscription price and associate the Subscriber with the Community Group.
2. Term and Termination
2.1. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party.
2.2. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.
2.3. Upon termination of this Agreement, Community Group shall immediately cease serving Advertisements.
2.4. No Referral Fees, bonuses or discounts shall be due with respect to Subscribers who register after the date of termination. We reserve the right to withhold your final payment for a reasonable period of time as necessary to calculate properly any amount due to you.
2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of the Agreement.
3. Obligations of BLIE Enterprises, Inc.
3.1. Upon acceptance of your application, you will have the ability to access performance reports via your account in the FamilyTimePlanner Community Giving Site. The FamilyTimePlanner Community Giving interface will contain certain sales reports and traffic information related to your Community Group relationship with FamilyTimePlanner. These reports will contain estimates of (i) the number of Internet user click-throughs to the FamilyTimePlanner Site from use of Advertising; (ii) the Referral Fees payable to you pursuant to Section 3.3, below, and; (iii) the number of Subscribers generated from use of Advertising.
3.2. During the Term, BLIE Enterprises shall pay you a fee ("Referral Fee") for each new Subscriber you deliver as of the last day of the month, as documented on the reporting system located on the FamilyTimePlanner Community Giving Site. BLIE Enterprises reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent Subscriptions or intentional manipulations of the registration process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, BLIE Enterprises shall have the right to refuse to make any payment to you with respect to any Subscriber that BLIE Enterprises, in its reasonable, good faith discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Referral Fee pricing schedule set forth on the FamilyTimePlanner Payment Schedule. The FamilyTimePlanner Payment Schedule is located on the FamilyTimePlanner Community Group Site. BLIE Enterprises reserves the right to change the Referral Fees payable hereunder by providing notice to you and reflecting such changes on the FamilyTimePlanner Payment Schedule. Any changes to the Referral Fees shall become effective upon notice to you.
3.3. BLIE Enterprises shall provide payment to you for any such Referral Fees you are owed within thirty (30) days after the last day of the month during which they were earned. Notwithstanding anything herein to the contrary, to the extent that Referral Fees payable to you total less than US$14 in any year, BLIE Enterprises may, in its sole discretion, defer payment of such Referral Fees until such time as such Referral Fees and any other Referral Fees earned during the subsequent period(s), in the aggregate, exceed US$14. No interest will accrue on unpaid Referral Fees.
4. Obligation of Community Group
4.1. As a Community Group, you are permitted to promote the FamilyTimePlanner Service only through Advertisements made in the following manner:
4.1.1. Links from your website to the FamilyTimePlanner Site, and
4.1.2. Links or pop-under placements on websites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in this Agreement.
4.1.3. Distribution of promotional flyers.
4.1.4. Presenting the FamilyTimePlanner name and your Promotion Code in your normal communications with your customers, club members or other such patrons.
4.2. All promotional activities undertaken by you to promote the FamilyTimePlanner Service shall be made in accordance with all applicable laws and regulations. You shall not complete the registration to or otherwise interact with the FamilyTimePlanner Service on behalf of any third party. You are only permitted hereunder to link third parties to the FamilyTimePlanner Site. All information obtained at the FamilyTimePlanner Site from individuals linking to the FamilyTimePlanner Site shall be the sole and exclusive property of BLIE Enterprises and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the FamilyTimePlanner Site.
4.3. If you desire to promote the FamilyTimePlanner Service (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., Overture, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, or (iii) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the FamilyTimePlanner Service, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever. You shall not, in any way, utilize pop-over Advertisements or Spyware to promote the FamilyTimePlanner Service. In addition to the foregoing requirement and as consideration for our entering into this Agreement with you, you agree not to bid or otherwise purchase, either directly or indirectly, the search name " FamilyTimePlanner " or any misspelling or variant thereof from websites, search engines or other directory referral services. Notwithstanding anything in this Agreement to the contrary, neither you nor any Agent shall distribute e-mails promoting the FamilyTimePlanner Service.
4.4. Your site shall not in any way copy or resemble the look and feel of the FamilyTimePlanner site, nor shall you create the impression that your site is the FamilyTimePlanner site or a part of the FamilyTimePlanner site. You shall not use FamilyTimePlanner or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the FamilyTimePlanner site except as permitted by use of the FamilyTimePlanner Web Calendar.
4.5. During the Term, you will not disparage BLIE Enterprises, the FamilyTimePlanner Site or the FamilyTimePlanner Service, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold BLIE Enterprises harmless from any claims arising out of or related to your website.
5. Sub-Community Groups and Agents
If you operate sub-Community Groups, work with Agents or conduct reward programs with users, you agree to the following:
5.1. Any relationships you enter into with third parties, sub-Community Groups, or agents ("Agents") in connection with your promotion of the FamilyTimePlanner Service are at your sole discretion. BLIE Enterprises shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of BLIE Enterprises to such Agents, including commitments regarding payment of fees to the Agents by BLIE Enterprises or commitments for licenses to FamilyTimePlanner’s name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with BLIE Enterprises. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and BLIE Enterprises shall have full recourse against you with respect to such breach..
5.2. You will provide BLIE Enterprises with an up-to-date list of your Agents (site name and url) upon request.
5.3. You agree to terminate your relationship with an Agent as it pertains to the FamilyTimePlanner Community Giving if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by BLIE Enterprises and if you do not terminate such Agent within five (5) business days from BLIE Enterprises' request, BLIE Enterprises reserves the right to withdraw you and all your Agents from the Community Giving and to refuse payment of any monies owing to you hereunder.
5.4. You agree not to use any information provided tracking technology to identify unique individual customer activity conducted by FamilyTimePlanner, nor to allow others to use such technology to identify such unique customer activity, nor to access such unique customer activity or data. You further agree not to transfer or reuse any data generated by FamilyTimePlanner.
6. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Community Giving following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.
7. Ownership of Advertising
7.1. Any Advertising made by Community Group without the written consent of BLIE Enterprises shall be the responsibility of the Community Group and the Community Group shall be liable for any damages arising therefrom.
8. Warranty Disclaimer
Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other economic or non-economic benefit that may accrue to the other party by reason of its participation in this Agreement. Furthermore, BLIE Enterprises specifically makes no representation or warranty relative to the performance levels or continuous operation of the FamilyTimePlanner Site or the FamilyTimePlanner Community Giving Site.
9. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Public Announcements
Neither party may make any public announcement about the terms of the Agreement without the other party's prior written approval and consent. The parties agree that there will be no press releases issued in connection with this Agreement.
11. Confidentiality
Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other's business, plans, customers, technology, products and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Subscribers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to BLIE Enterprises. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties will not be considered confidential information hereunder.
12. General Provisions
12.1. This Agreement will be governed by the laws of the state of Georgia, without reference to its choice of law rules.
12.2. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.
12.3. Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on the FamilyTimePlanner Community Giving Site and/or otherwise e-mailed to the e-mail address provided in your application and shall be deemed effective upon posting or e-mailing, as applicable. Notice or other communications to BLIE Enterprises, Inc. shall be sent by e-mail to Community Groups and shall be deemed effective one business day after e-mailing.
12.4. This Agreement may not be assigned or otherwise transferred by you without the express written consent of BLIE Enterprises.
12.5. The division of this Agreement into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
12.6. You and BLIE Enterprises are independent contractors and nothing in this Agreement will create any partnership, joint venture or agency relationship. You'll have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you or otherwise contradict anything in this Section.
12.7. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.
The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.