MDF Proposal Terms
By executing the MDF proposal, hereinafter referred to as “Proposal. These terms are agreed upon between JourneyEd.com Inc. located at 80 E. McDermott Dr. Allen, TX 75002, hereinafter referred to as “Partner”, and the organization named on the executed Proposal hereinafter referred to as “Vendor”.
For and in consideration of the mutual promises contained in the Proposal, the Vendor and Partner do hereby covenant, contract and agree as follows:
1. AGENCY: Subject to the terms of this agreement, Vendor does hereby appoint Partner as its promotional partner for the activities outlined in the executed Proposal.
a. Placement of advertising & promotion for Vendor; as follows:
2. COMPENSATION: Vendor shall pay Partner for services as follows:
a. Payment will be sent by check to JourneyEd.com Inc, 80 E. McDermott Dr. Allen, TX 75002
b. Payment will be sent within 30 days of invoicing.
c. Invoice will be provided at beginning of quarter.
3. TERM: This agreement shall extend for the dates of execution indicated in the Proposal.
4. MODIFICATION: This agreement may not be modified except by amendment reduced to writing and signed by both Vendor and Partner. No waiver of this agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.
5. REPRESENTATIONS AND WARRANTIES/INDEMNITY: Vendor represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns (or has the right to use) all content, including all trademarks and copyrighted material, provided to Partner or otherwise used by Vendor pursuant to this Agreement; (c) the Advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (d) it will fulfill all representations and commitments made in any Advertising; and, (e) it will act at all times in accordance with all applicable laws, rules and regulations. Vendor shall indemnify, defend and hold harmless Partner, its affiliated companies, and each of their officers, directors, shareholders, employees, representatives and contractors, from every claim, liability, expense or injury related to any allegation regarding: the breach of any representation or warranty made, or failure to perform any obligation undertaken, by Vendor pursuant to this Agreement; Vendor’s person, property or assets; the content of, or representations made in, any Advertising or on Vendor’s Website; and, any other content, material or information provided, created or used by Vendor. Partner will have the right to control the defense of any claim involving Partner.
6. LIMITATION OF LIABILITY: IN NO EVENT SHALL PARTNER BE LIABLE TO VENDOR FOR ANY INDIRECT, INCIDENT AL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF \VHETHER PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PARTNER BE LIABLE TO VENDOR FOR ANY AMOUNT GREATER THAN THE AMOUNT PAID BY VENDOR TO PARTNER UNDER THIS AGREEMENT FOR THE MOST RECENT THREE-MONTH PERIOD PRIOR TO ANY ALLEGED CLAIM BY VENDOR. PARTNER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PARTNER SERVICES OR ANY PORTION THEREOF, INCLUDINGANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (A) THE NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISEMENT; (B) ANY BENEFIT VENDOR MIGHT OBTAIN FROM ANY ADVERTISING; AND (C) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.
7. TERMINATION: Partner may terminate this Agreement immediately if Vendor fails to make any payment required herein, or if Vendor breaches any other portions of this Agreement. Upon termination, all amounts due under this Agreement shall immediately become due and payable.
8. FORCE MAJEURE: Except for payment obligations, neither partyer shall be deemed in default of this agreement, nor shall it hold the other party responsible for , any cessation, interruption or delay in the performance of its obligations hereunder due to flood, fire, store, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event within five(5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the efforts of the force majeure event upon which such notice is based; provided further, that in the event of a force majeure event described in this section extends in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
9. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the parties hereto and replaces and supersedes all prior agreements between the parties relating to this same subject matter.
10. GOVERNING LAW: This agreement shall be construed, interpreted and enforced pursuant to and in accordance with the substantive law of the State of Texas.