Exhibit C
CRUSH IT LOCAL SOCIAL MEDIA MANAGEMENT AGREEMENT
This Agreement is made and entered into as of (the “Effective Date”) by and between CRUSH IT LOCAL, LLC., having a place of business at 6499 North Powerline Rd #108C. Fort Lauderdale, FL 33309 (“Crush It Local”) and merchant (“Client”). CRUSH IT LOCAL and Client are individually referred to herein as a “Party” and collectively as the “Parties.”
OBJECTIVE Subject to the terms and conditions of this Agreement, the Parties wish to enter into an agreement that will allow Client to utilize the online marketing services provided by CRUSH IT LOCAL for the Term specified below (the foregoing shall be the “Purpose” of this Agreement).
1. DEFINITIONS. As used in this Agreement 1.1 “Client” means, with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).
1.2 “Application” means the online software application and service, which can be delivered via PDF reports, emailed directly to Clients or via an online dashboard made available to Client.
1.3 “Confidential Information” is defined in Section 7.
1.4 “Disclosing Party” is defined in Section 7.
1.5 “End User” means a person, company or other legal entity visiting any sites created of maintained by CRUSH IT LOCAL for the Client.
1.6 “Taxes” are defined in Section 4.2.
1.7 “CRUSH IT LOCAL Service” means the online marketing and reputation management service provided by CRUSH IT LOCAL to Client and its End Users.
2. CLIENTS’S RESPONSIBILITIES. 2.1 Operations. Client will use commercially reasonable efforts to initiate the deployment of CRUSH IT LOCAL Services as soon as possible as needed with the verification and creation of Local Listings on established Internet Properties for the purpose of increasing the Client’s Digital Foot Print and maintaining Client’s Online Reputation. In some cases, the Client will be required to respond directly to online reviews that fall outside of outline protocols denied in CRUSH IT LOCAL’s Best Practices. CRUSH IT LOCAL can provide upon request a session of training via one online meeting within the first 30 days of launch for a maximum of 90 mins. CRUSH IT LOCAL will provide basic level support via email to a single point of contact from the Client.
6499 Powerline Rd, Suite 108C, Fort Lauderdale FL 33309 954.669.1900 / CrushItLocal.com / win@CrushItLocal.com
3. CRUSH IT LOCAL’S RESPONSIBILITIES. 3.1 Operations. CRUSH IT LOCAL will provide the service as described in Exhibit C on behalf of Client. CRUSH IT LOCAL will allow access to the hosted software and service as described in Exhibit C. CRUSH IT LOCAL will update the features in Exhibit C as new releases and additional functions to the service become available from time to time.
3.2 Customization. Crush It Local will customize the service based on the requests made by Client. For any platform or features not supported by or planned to be supported by CRUSH IT LOCAL, at Client’s request and payment of the required development fees (to be negotiated), CRUSH IT LOCAL may perform the development work necessary to support the requested platform or custom features.
3.3 Maintenance and Support. Subject to Client ’s payment of the license fees referenced in Exhibit C according to the terms in 6.1, CRUSH IT LOCAL will provide first level support for the Licensed Software and CRUSH IT LOCAL Service to Client.
3.4 Service Availability. CRUSH IT LOCAL will use commercially reasonable efforts to make the CRUSH IT LOCAL service available to Client and their End Users 24/7, with the exception of scheduled downtime and any other factors beyond CRUSH IT LOCAL’s reasonable control. CRUSH IT LOCAL will provide Client at least 12 hours advance notice of the scheduled downtime via an email message to an address designated by Client along with a method of procedure and any impact proposed during the maintenance window.
4. FEES AND PAYMENT. 4.1 Payment. Client will be invoiced on the contract commencement date and upon the anniversary date for contract renewal. Client has the option to choose an automatic payment method using ACH or credit card. The amount charged will be based on the expected service required for the upcoming year based on service fees outlined in Exhibit C. 4.2 Tax. The fees referenced exclude all applicable sales, use, and other taxes. Client will be responsible for, and will indemnify and hold CRUSH IT LOCAL harmless from, payment of any and all taxes (other than taxes based on CRUSH IT LOCAL’s net income), fees, duties, and other governmental charges, including but not limited to sales, value-added or other similar taxes, and any related penalties and interests, arising from the payment of any fees under this Agreement (collectively “Taxes”).
4.3 Late Payment. Any amount due but not paid by the due date which is not the subject of a good faith dispute will be deemed late and will accrue late charges at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law from the due date until paid. 5. WARRANTIES. 5.1 Mutual Warranties. Each Party represents and warrants that: 5.1.1 it has full right, power, and authority to enter into this Agreement, to perform its obligations and duties under this Agreement, and to grant the licenses granted by it in this Agreement; and 5.1.2 its execution, delivery, and performance of this Agreement does not and will not conflict with, violate, or result in a breach of any other agreement, judgment, order, stipulation, or decree by which such Party is bound.
6499 Powerline Rd, Suite 108C, Fort Lauderdale FL 33309 954.669.1900 / CrushItLocal.com / win@CrushItLocal.com
5.2 Warranty Disclaimer. CRUSH IT LOCAL DOES NOT WARRANT THAT THE LICENSED MATERIALS AND CRUSH IT LOCAL SERVICE WILL BE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, WILL PERFORM IN THE MANNER INTENDED BY CLIENT, OR WILL MEET THE REQUIREMENTS OF CLIENT.
6. TERM AND TERMINATION OF AGREEMENT. 6.1 Term. This Agreement will commence on the Effective Date and unless otherwise provided herein will automatically renew upon the Anniversary Date for each additional one (1) year period, unless either Party gives written notice of its intent not to renew the Agreement at least ninety days (90) days prior to that Term’s Anniversary Date.
6.2 Effect Upon Termination. Upon termination of this Agreement for any reason, any amounts owed to CRUSH IT LOCAL under this Agreement before such termination will be immediately due and payable, all rights granted in this Agreement will immediately cease to exist. If Client breaches, and fails to cure such breach within thirty (30) days after receiving written notice thereof, CRUSH IT LOCAL may terminate this Agreement and revoke all rights granted to Client.
7. CONFIDENTIALITY. 7.1 Confidential Information. Each party agrees that all business, technical and financial information it obtains from the other party is the confidential property of the disclosing party (“Proprietary Information” of the disclosing party). Except as expressly allowed herein, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party. The receiving party shall not be obligated under this Section 7 with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Proprietary Information.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR (II) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. TOTAL, AGGREGATE LIABILITY TO EACH PARTY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT IS LIMITED TO THE NET AMOUNT EXCHANGED BETWEEN THE PARTIES.
9. GENERAL. 9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its conflict of laws principles or any other principles that would result in the application of a different body of law. Should Client commence any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, or the transactions contemplated hereby, such action may be brought only in a court of compe
6499 Powerline Rd, Suite 108C, Fort Lauderdale FL 33309 954.669.1900 / CrushItLocal.com / win@CrushItLocal.com
tent jurisdiction in the State of Florida County of Broward or the United States District Court for the Southern District of Florida.
9.2 Publicity and User of Logos, Marks, and Names. CRUSH IT LOCAL has the option to issue a Press Release, Public Posts on Social Media Platforms, Radio, Television or Print upon copy approval by the Client. In addition, CRUSH IT LOCAL has the option to use the Client’s logo, marks, and name on the CRUSH IT LOCAL.com website and other promotional materials. CRUSH IT LOCAL’s Logo, Marks, Names and Backlinks my be places on any and all of the Clients Digital, Print and other Marketing Materials created or maintained by CRUSH IT LOCAL. CRUSH IT LOCAL will follow any guidelines if supplied to them prior to the use of such materials.
9.3 Independent Contractors. It is expressly agreed that the Parties shall be and are independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency of any kind. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, that is binding on the other Party, without the prior written consent of the other Party.
If to CRUSH IT LOCAL, to: 6499 Powerline Rd Suite 108C Fort Lauderdale, Fl 33309 ATTN: Edward Siegel
9.4 Cancellation Policy. Any payments or benefits payable to Merchant hereunder in respect of any calendar year during which Merchant is serviced by the Company for less than an entire year, unless otherwise provided in the applicable plan or arrangement, shall be prorated in accordance with the number of days in such calendar year during which the Merchant is so serviced.
9.5 Entire Agreement. This Agreement (including the Exhibits hereto) sets forth all of the agreements and understandings between the Parties with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings between the Parties with respect to the subject matter hereof. Except as expressly set forth in this Agreement, no subsequent amendment, modification or addition to this Agreement shall be binding upon the Parties hereto unless reduced to writing and signed by the respective Parties. Any additional or different terms provided in any purchase order issued by Customer regarding the Licensed Materials, CRUSH IT LOCAL Service or any service will not become part of this Agreement and will not be binding upon CRUSH IT LOCAL.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.