CHAMBER PROGRAM MEMBER AGREEMENT

Transcription

1 CHAMBER PROGRAM MEMBER AGREEMENT This Chamber Program Member Agreement (the Agreement ) dated as of the date signed by the Chamber of Commerce identified in Section IX of this Agreement (the Effective Date ) is made by and between Constant Contact, Inc., a Delaware corporation with its principal place of business at 1601 Trapelo Rd, Suite 329, Waltham, MA ( CTCT ) and the Chamber of Commerce identified in Section IX of this Agreement (the Chamber ). RECITALS CTCT provides small businesses and organizations with a variety of products and related tools and resources including: CTCT Marketing (the " Marketing Product"); CTCT Online Survey (the "Survey Product"); and CTCT Event Marketing (the "Event Marketing Product"). In addition to the products described above, CTCT provides a variety of related offerings, including archiving and premium image hosting services. The Marketing Product, the Survey Product, the Event Marketing Product, and any related offerings are referred to in this Agreement as the CTCT Service." CTCT has developed a program known as the Chamber Program to assist Chambers of Commerce in communicating more effectively with their members, and to provide Chambers of Commerce with the ability to offer the CTCT Service as a membership offering. Chamber desires to become a member of CTCT s Chamber Program and to receive a free CTCT account, subject to the terms and conditions set forth below. In consideration of the mutual covenants contained herein, CTCT and the Chamber have agreed and do hereby agree as follows: I. Chamber Account. A. During the Term (as such term is defined below) of this Agreement, CTCT shall provide Chamber with access to a CTCT account, free of charge, except as set forth below. Subject to the limits described herein, the Chamber account shall include the Marketing Product (up to five thousand (5,000) addresses), the Survey Product (up to five thousand (5,000) responses per month), the Event Marketing Product (up to ten (10) open events per month), unlimited image hosting and archive. With respect to the Marketing Product, if the number of addresses in the Chamber s account exceeds five thousand (5,000) addresses, the Chamber shall pay CTCT a monthly fee in accordance with CTCT s normal billing practices the difference in price between the fee for an account with five thousand (5,000) 1

2 addresses and the fee for an account of the actual size of the Chamber s account. With respect to the Survey Product, if the number of survey responses in the Chamber s account exceeds five thousand (5,000) responses per month, the Chamber shall pay CTCT a monthly fee in accordance with CTCT s normal billing practices a $0.05 overage charge per response for responses over five thousand (5,000). With respect to the Event Marketing Product, if the number of open events in the Chamber s account exceeds ten (10) in any month, the Chamber shall pay CTCT a monthly fee in accordance with CTCT s normal billing practices the difference in price between the fee for ten (10) events and the fee for an account with the actual number of events in the Chamber s account. The fees described in this Section I are based on CTCT then-current fees, taking into account any non-profit and/or prepay discounts, and are subject to change in CTCT s sole discretion. B. CTCT may from time to time add additional products and services to the CTCT Service. CTCT may, in its sole discretion, make such additional products and services available to the Chamber account on a free or discounted basis under CTCT s Chamber program. In the event CTCT determines to make such additional products and services available to Chamber under CTCT s Chamber Program, CTCT shall notify Chamber of the additional products and services and the terms and conditions that apply to Chamber s use of such additional products and services. Notwithstanding anything to the contrary in this Agreement, any such notice shall serves as an enforceable amendment to this Agreement binding on CTCT and the Chamber. C. In order to activate an account, the Chamber shall complete this Agreement, and will be bound by CTCT s standard terms and conditions applicable to all CTCT accounts and by the marketing, publicity and linking requirements as further described in this Agreement. II. Marketing Activities. During the Term of this Agreement, Chamber will engage in at least four (4) marketing activities annually, which focus on CTCT. These activities may include, but are not limited to, include CTCT material in Chamber Welcome Kit or direct mail campaign to membership introduction of CTCT to membership Chamber breakfast Chamber after hours event Chamber educational/training seminar In regions where CTCT employs a Regional Development Director (RDD), the RDD may conduct two (2) training seminars for the Chamber s members and other invited guests each year at Chamber facilities. 2

3 III. Press Release. Within thirty (30) days after the Effective Date, CTCT and Chamber will issue a joint press release describing the Chamber Program and Chamber s membership in that program. IV. Logos. A. Chamber grants to CTCT, during the term of this Agreement, a nonexclusive, non transferable, royalty-free right to use Chamber s logo for the purposes of identifying Chamber as a member of the Chamber Program. B. For as long as the account is in effect, Chamber will list CTCT as a corporate sponsor on the appropriate webpage on its website and will link to the cobranded landing page created for the Chamber by CTCT. V. DISCLAIMER OF WARRANTIES CTCT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH RESPECT TO THE CHAMBER PROGRAM, THE CTCT SERVICE OR ANY OTHER MATERIALS OR INFORMATION PROVIDED UNDER THIS AGREEMENT. VI. LIMITATION OF LIABILITIES A. IN NO EVENT SHALL CTCT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE FOR BREACH OF THIS AGREEMENT, EVEN IF CTCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. B. CTCT AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED US$ 100. VII. Term and Termination. A. Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect for an initial term of one (1) year ( Initial Term ). Thereafter the Agreement shall be automatically renewed for consecutive one-year periods (each a Renewal Term ) unless either party provides notice in writing, at least thirty (30) days prior to the end of such year, of its intention not to renew this Agreement. The Initial Term and any Renewal Term are collectively referred to herein as the Term. 3

4 B. Termination for Cause. This Agreement may be terminated by either party upon fifteen (15) days prior written notice to the other party by reason of the material failure of such other party to comply with the terms of this Agreement, as applicable, provided that such failure remains unremedied at the end of such fifteen (15) day period. C. Termination Without Cause. Either party shall have the right to terminate this Agreement during any Renewal Term upon thirty (30) days written notice to the other party. VIII. General. A. CTCT may, in its sole discretion, offer account discounts and other benefits to members of the Chamber. These discounts and other benefits may be terminated or revised at any time by CTCT. B. Chamber may not assign this Agreement in whole or in part without CTCT s prior written consent. C. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions. Any action, suit, or other legal proceeding, which is commenced to resolve any matter arising under or relating to any provision of this Agreement, shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and CTCT and the Chamber each consents to the jurisdiction of such a court. D. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in force. E. All notices under this Agreement shall be personally delivered or sent by certified or registered U.S. mail or nationally-recognized express courier, return receipt requested, to the addresses above. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Paragraph. Notices shall be effective upon receipt. F. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right. G. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, superseding and replacing any and all prior or contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be amended by an instrument in writing signed by both parties. 4

5 H. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales representative or employment relationship between the parties or to impose any partnership obligation or liability upon either party. Each party shall bear its own costs and expenses in performing this Agreement. IX. Signature. Please complete the information below and return the form to CTCT. This Agreement is not binding upon CTCT until CTCT verifies your eligibility under the Chamber Program. At that time you will receive a complimentary CTCT s account for your organization s use, subject to the terms and conditions set forth above. You will be contacted with the username and password for your CTCT account. Chamber: Name: Address: _ Phone: Address: URL: Existing Constant Contact User Name (if applicable): Signature Title Date Please fax completed agreement to: